Merchandise Agreement

1.1 "Seller" means any Artist or authorized entity that lists merchandise for sale on the PesaBass Marketplace.

1.2 "Buyer" means any PesaBass user who purchases merchandise through the Marketplace.

1.3 "Merchandise" or "Products" means any physical or digital goods listed for sale on the Marketplace, including but not limited to apparel, accessories, music media (vinyl, CD), posters, artwork, and other branded items.

1.4 "Marketplace" means the PesaBass merchandise storefront accessible through Artist profiles and the PesaBass platform.

1.5 "Platform Share" (also referred to as "Commission") means the portion of each successful Marketplace transaction that PesaBass retains as its own revenue, as set out in Section 6. The remainder is the "Seller Share" that PesaBass pays to the Seller as described in Section 6.

1.6 "Order" means a confirmed purchase of one or more Products by a Buyer.

2.1 Accurate Listings: Sellers must provide complete, accurate, and truthful product descriptions, including materials, dimensions, weight, available sizes/colors, and clear product photographs. Misleading or deceptive listings violate the Kenya Consumer Protection Act, 2012 and may result in listing removal and account sanctions.

2.2 Pricing: Sellers set their own prices. All listed prices must include all applicable taxes or clearly state that taxes are additional. Price gouging or deceptive pricing practices are prohibited.

2.3 Intellectual Property: Sellers warrant that all merchandise and associated designs, trademarks, logos, and branding are either owned by the Seller or properly licensed. Selling counterfeit, pirated, or trademark-infringing goods is strictly prohibited and may result in legal action under the Kenya Industrial Property Act, 2001, the Trade Marks Act (Cap 506), and applicable international intellectual property treaties.

2.4 Product Safety: All merchandise must comply with applicable product safety regulations, including the Standards Act (Cap 496 of the Laws of Kenya), the Kenya Bureau of Standards (KEBS) requirements, and any relevant international safety standards (e.g., EU CE marking for products sold to EU buyers). Sellers are solely responsible for ensuring product safety and compliance.

2.5 Prohibited Products: The following products may NOT be sold on the Marketplace:

• Counterfeit or pirated goods
• Weapons, ammunition, or explosives
• Illegal drugs or drug paraphernalia
• Tobacco products or e-cigarettes
• Alcoholic beverages (unless licensed)
• Age-restricted items without proper verification mechanisms
• Hazardous materials or chemicals
• Items that promote hatred, violence, or discrimination
• Recalled products
• Any products prohibited under Kenyan law or the laws of the Buyer's jurisdiction

2.6 Record Keeping: Sellers must maintain accurate records of all transactions, inventory, and customer communications for a minimum of 7 years, in compliance with the Tax Procedures Act, 2015.

3.1 Seller Responsibility: Sellers are solely responsible for fulfillment, packaging, shipping, and delivery of merchandise to Buyers. PesaBass is a marketplace facilitator and does not handle physical goods.

3.2 Shipping Timelines: Sellers must ship orders within the timeframe stated in their listing (default: 5 business days from order confirmation). Failure to ship within the stated period entitles the Buyer to a full refund.

3.3 Tracking: Sellers should provide tracking information where available. For orders shipped without tracking, the Seller bears the risk of non-delivery disputes.

3.4 International Shipping: Sellers who ship internationally are responsible for compliance with export/import regulations, customs declarations, and any applicable duties or tariffs. The Buyer is responsible for paying import duties and local taxes upon receipt unless otherwise agreed.

3.5 Packaging: Products must be packaged securely and appropriately to prevent damage during transit. Sellers are liable for damage resulting from inadequate packaging.

3.6 Lost or Damaged Shipments: If a shipment is lost or arrives damaged, the Seller must work with the Buyer and shipping carrier to resolve the issue. If unresolved within 14 days, the Buyer may request a refund through PesaBass.

4.1 Purchase Agreement: When a Buyer completes a purchase, a binding sale agreement is formed directly between the Buyer and the Seller. PesaBass acts as a marketplace facilitator and payment processor but is not a party to the sale agreement.

4.2 Payment: All payments are processed securely through PesaBass's payment infrastructure (Paystack). Full payment card details are not stored on PesaBass servers.

4.3 Consumer Rights: Buyers are entitled to the protections afforded by applicable consumer protection laws, including the Kenya Consumer Protection Act, 2012, the Sale of Goods Act (Cap 31), and where applicable, the EU Consumer Rights Directive 2011/83/EU. These rights include the right to receive goods that match their description, are of satisfactory quality, and are fit for purpose.

4.4 Buyer Information: Buyers must provide accurate shipping information. PesaBass and the Seller are not liable for delivery failures caused by incorrect addresses provided by the Buyer.

4.5 Reviews: Buyers may leave reviews and ratings for products and Sellers. Reviews must be honest, factual, and not defamatory. PesaBass reserves the right to remove reviews that violate our Community Guidelines.

5.1 Return Policy: The PesaBass standard return policy allows Buyers to request a return within 14 days of receiving the product, provided the product is unused, in its original packaging, and in the same condition as received. Sellers may offer more generous return policies.

5.2 Refund Processing: Approved refunds are processed within 7 business days and are issued as PesaBass wallet credit to the Buyer's account (or, for guest buyers, handled manually by support), restoring full spending power on the platform. Refunds to the original payment method are not standard and are made only where the law requires. The Seller bears the cost of refund processing.

5.3 Defective Products: If a product arrives defective or materially different from its listing description, the Buyer is entitled to a full refund including shipping costs, in accordance with the Sale of Goods Act.

5.4 Dispute Resolution: If a Buyer and Seller cannot resolve a dispute, either party may escalate to PesaBass through our Support Center. PesaBass will review the dispute and may issue a binding resolution. PesaBass's dispute resolution decisions are final.

5.5 Chargeback Protection: Sellers acknowledge that PesaBass may withhold or reverse funds in connection with chargebacks, fraud investigations, or buyer protection claims. PesaBass will notify Sellers and provide an opportunity to respond before finalizing reversals.

5.6 Non-Returnable Items: Certain products are non-returnable, including: personalized/custom items, perishable goods, digital downloads (once accessed), intimate/sanitary items, and items explicitly marked as final sale.

6.1 Platform Share & Seller Share: For each successful platform-paid Marketplace transaction (wallet, card, or mobile money), PesaBass collects the full purchase price from the Buyer. Out of the funds PesaBass collects, PesaBass pays the Seller a Seller Share equal to the net sale price less the platform commission (currently 5% of the net sale price — the exact rate displayed in the Artist Hub at sale time is authoritative) and retains that commission as its own revenue for operating the Marketplace and providing payment, discovery, buyer-protection, fulfilment-support, and dispute-resolution services. The commission is not a sum withheld or deducted from money belonging to the Seller.

6.2 Payment Processing: Payment-processor fees (typically 1.5–3.5% depending on payment method) are applied to the gross amount collected before the Seller Share and Platform Share are computed, so each share is calculated on the net proceeds actually received and cleared by PesaBass.

6.3 Payout Schedule: Merchandise earnings are paid to Sellers on the same schedule as other Artist earnings, as described in the Royalty Agreement.

6.4 Fee Changes: PesaBass may adjust commission rates with at least 60 days' advance notice. Current rates are always displayed in the Artist Hub.

6.5 Taxes: Sellers are responsible for collecting and remitting all applicable sales taxes, VAT (Kenya Value Added Tax Act, 2013), and any other taxes required by the jurisdiction of the Buyer. PesaBass may provide tools to assist with tax calculation but does not guarantee accuracy.

6.6 Nature of Payments: All monies generated through the Marketplace are collected and received by CashBass Africa Limited (trading as "PesaBass"). The Seller Share is a contractual amount that PesaBass pays to the Seller out of the revenue PesaBass has collected; it is not a sum withheld or deducted from money belonging to the Seller, and the Seller holds no proprietary interest in transaction funds prior to PesaBass making a payout. Payment of the Seller Share becomes due only after the corresponding funds have been actually received and cleared by PesaBass (net of payment-processor fees, refunds, chargebacks, and any taxes required to be withheld), and PesaBass is not obliged to pay any Seller Share in respect of funds it has not received or that are later reversed. Nothing in this Agreement creates a partnership, joint venture, agency, trust, or employment relationship between PesaBass and any Seller.

6.7 Cash on Delivery (COD): Where a Buyer selects COD, PesaBass collects nothing — the Buyer pays the Seller directly on delivery, so no Seller Share is payable by PesaBass for that order. Instead, the platform commission applicable to COD orders (at the rate displayed in the Artist Hub, which may be zero) is recorded as platform dues owed by the Seller and recovered from the Seller's future platform earnings or balance. The Seller is solely responsible for collecting COD payments, and the buyer-protection and refund mechanics of Section 5 that depend on platform-held funds do not apply to COD orders.

6.8 Clawbacks & Dues: If a payout is later found to relate to a reversed, fraudulent, or off-platform-settled transaction, PesaBass may record the wrongly paid amount as platform dues and set it off against the Seller's balance and future earnings, and may reduce the Seller's available withdrawal amount accordingly until the dues are cleared.

7.1 Sellers receive only the information necessary to fulfill orders (Buyer name, shipping address, email for delivery notifications). Sellers must handle this data in compliance with the Kenya Data Protection Act, 2019 and the GDPR where applicable.

7.2 Sellers may NOT use Buyer personal data for any purpose other than order fulfillment and related customer service. Sellers may NOT add Buyers to marketing lists, sell Buyer data to third parties, or use Buyer data for targeted advertising without explicit consent.

7.3 Sellers must implement reasonable security measures to protect Buyer personal data and must notify PesaBass immediately of any data breach affecting Buyer information.

7.4 PesaBass's handling of Buyer personal data is governed by our Privacy Policy.

8.1 Marketplace Facilitator: PesaBass acts as a marketplace facilitator. PesaBass does not manufacture, store, inspect, or ship merchandise and is not responsible for the quality, safety, legality, or any aspect of merchandise sold through the Marketplace.

8.2 Seller Indemnification: Sellers agree to indemnify and hold PesaBass harmless from all claims, damages, losses, and expenses arising from: (a) product defects or safety issues; (b) false or misleading product listings; (c) failure to fulfill orders; (d) intellectual property infringement; (e) violation of consumer protection laws; and (f) tax non-compliance.

8.3 Buyer Acknowledgment: Buyers acknowledge that PesaBass does not guarantee the quality, safety, or legality of merchandise and that claims regarding product quality should be directed to the Seller in the first instance.

8.4 Product Liability: Sellers are solely responsible for product liability. In the event a product causes injury or damage, the Seller shall be liable under applicable product liability laws, including the Kenya Consumer Protection Act, 2012.

9.1 Sellers who offer international shipping must comply with all applicable export control regulations, customs requirements, and trade sanctions.

9.2 Sellers must clearly indicate which countries they ship to. If no international shipping is offered, this must be clearly stated in the listing.

9.3 For cross-border sales, the Buyer is typically responsible for import duties, customs fees, and local taxes unless the Seller expressly includes these in the purchase price.

9.4 Sellers must comply with the EU Distance Selling Regulations and the Consumer Rights Directive 2011/83/EU for sales to EU-based Buyers, including providing a 14-day cooling-off period for returns.

10.1 This Agreement is governed by the laws of the Republic of Kenya.

10.2 Disputes between Buyers and Sellers should first be resolved through PesaBass's dispute resolution process described in Section 5.4.

10.3 Disputes between PesaBass and any party to this Agreement shall be resolved in accordance with the dispute resolution provisions in the Terms of Service.

10.4 Mandatory consumer protection rights of the Buyer's jurisdiction apply to the extent they cannot be contractually waived.