Merchant Agreement, Dukene

1. Agreement Overview

This Merchant Agreement governs your use of Dukene as a seller. By creating a merchant account, you agree to these terms.

This Merchant Agreement ("Agreement") is entered into between you ("Merchant", "you", or "your") and Dukene Ltd. ("Dukene", "we", "us", or "our").
This Agreement governs your use of Dukene's e-commerce platform to sell products and services to customers.
By creating a merchant account and using our Services, you agree to be bound by this Agreement, our Terms of Service, Privacy Policy, and Acceptable Use Policy.
This Agreement is effective from the date you create your merchant account and continues until terminated by either party.
You must be at least 18 years old and legally capable of entering into binding contracts to use our merchant services.
If you are registering on behalf of a business entity, you represent that you have the authority to bind that entity to this Agreement.

2. Merchant Obligations

As a merchant, you are responsible for your products, customer service, legal compliance, and accurate information.

**Product Responsibility**: You are solely responsible for the products and services you sell, including quality, safety, legality, and compliance with all applicable laws.
**Accurate Information**: You must provide accurate and complete product descriptions, pricing, availability, and shipping information.
**Customer Service**: You are responsible for all customer service, including responding to inquiries, processing orders, handling complaints, and managing returns and refunds.
**Legal Compliance**: You must comply with all applicable laws, including consumer protection laws, tax laws, data protection regulations, and industry-specific regulations.
**Prohibited Products**: You may not sell prohibited items as outlined in our Acceptable Use Policy, including illegal goods, counterfeit items, weapons, drugs, or adult content.
**Business Registration**: You must maintain all necessary business licenses, permits, and registrations required to operate your business legally.
**Tax Compliance**: You are responsible for collecting, reporting, and remitting all applicable taxes, including sales tax, VAT, and income tax.
**Inventory Management**: You must maintain accurate inventory levels and update product availability in real-time to prevent overselling.

3. Fee Structure and Payments

Dukene charges transaction fees for sales made through the platform. Fees are deducted from your sales proceeds.

**Transaction Fees**: Dukene charges a transaction fee on each sale made through the platform. The current fee structure is published on our Pricing page.
**Fee Calculation**: Transaction fees are calculated as a percentage of the total order value, including product price, shipping, and taxes.
**Fee Deduction**: Fees are automatically deducted from your sales proceeds before payout.
**Payment Processing Fees**: In addition to Dukene's transaction fees, you are responsible for payment processing fees charged by third-party payment providers (e.g., M-Pesa).
**Affiliate Commissions**: If you use our affiliate program, you are responsible for paying agreed-upon commissions to affiliates who generate sales for you.
**Fee Changes**: We reserve the right to change our fee structure with 30 days' notice. Continued use after fee changes constitutes acceptance.
**No Hidden Fees**: We do not charge setup fees, monthly fees, or listing fees. You only pay transaction fees when you make sales.
**Refund Impact**: If you issue a refund to a customer, the transaction fee for that sale will not be refunded.

4. Transaction Processing

All transactions are processed through secure payment gateways. You are responsible for order fulfillment.

**Payment Processing**: Customer payments are processed through secure third-party payment gateways, including M-Pesa and other supported payment methods.
**Order Fulfillment**: You are responsible for fulfilling all orders promptly and accurately, including packaging, shipping, and delivery.
**Order Confirmation**: You must send order confirmations to customers and provide tracking information when available.
**Delivery Timeframes**: You must honor the delivery timeframes stated in your product listings and store policies.
**Failed Transactions**: In case of payment failures, you must not fulfill the order until payment is successfully processed.
**Fraud Prevention**: You must implement reasonable measures to prevent fraudulent transactions and report suspicious activity to Dukene.
**Customer Data**: You must handle customer payment information securely and in compliance with PCI-DSS standards and data protection laws.

5. Payout Terms

Payouts are processed on a regular schedule after deducting fees and holding periods.

**Payout Schedule**: Payouts are processed according to our standard payout schedule (e.g., weekly, bi-weekly, or monthly) as specified in your account settings.
**Payout Methods**: Payouts are made via M-Pesa, bank transfer, or other supported payout methods.
**Minimum Payout**: A minimum payout threshold may apply. Funds below this threshold will roll over to the next payout period.
**Holding Period**: A holding period may apply to new merchant accounts or high-risk transactions to protect against fraud and chargebacks.
**Fee Deduction**: All applicable fees (transaction fees, payment processing fees, affiliate commissions) are deducted before payout.
**Payout Delays**: Payouts may be delayed or withheld if your account is under investigation, has outstanding disputes, or violates this Agreement.
**Payout Information**: You must provide accurate payout information (M-Pesa number, bank account details). Dukene is not responsible for payouts sent to incorrect information.
**Currency**: Payouts are made in Kenyan Shillings (KES) unless otherwise agreed.

6. Chargebacks and Disputes

You are responsible for chargebacks and customer disputes. Excessive chargebacks may result in account suspension.

**Chargeback Responsibility**: You are responsible for all chargebacks initiated by customers, including chargeback fees.
**Chargeback Process**: When a chargeback occurs, the disputed amount plus chargeback fee will be deducted from your account balance or future payouts.
**Dispute Resolution**: You must respond to customer disputes promptly and provide evidence to support your case.
**Chargeback Ratio**: Excessive chargebacks (typically >1% of transactions) may result in account review, increased holding periods, or account suspension.
**Fraud Chargebacks**: Chargebacks due to fraudulent transactions are your responsibility. You must implement fraud prevention measures.
**Customer Refunds**: You are encouraged to resolve disputes directly with customers through refunds to avoid chargebacks.
**Chargeback Fees**: Chargeback fees (typically $15-$25 per chargeback) are charged by payment processors and passed on to you.

7. Account Suspension and Termination

Dukene may suspend or terminate your account for violations. You may also terminate your account at any time.

**Suspension Reasons**: Your account may be suspended for violations of this Agreement, Terms of Service, Acceptable Use Policy, excessive chargebacks, fraudulent activity, or legal requirements.
**Immediate Suspension**: We reserve the right to suspend your account immediately without notice if we believe there is a risk of fraud, harm to customers, or legal violations.
**Suspension Impact**: During suspension, you cannot process new orders, but existing orders must be fulfilled. Payouts may be held pending investigation.
**Termination by Dukene**: We may terminate your account permanently for serious or repeated violations. You will be notified via email.
**Termination by Merchant**: You may terminate your account at any time by contacting support. You must fulfill all pending orders before termination.
**Post-Termination**: After termination, you must cease using Dukene services. Outstanding balances will be paid out after a holding period (typically 90 days) to account for refunds and chargebacks.
**Data Retention**: We will retain your data for a period after termination as required by law and for dispute resolution purposes.

8. Liability and Indemnification

You indemnify Dukene against claims arising from your products, services, or actions. Our liability is limited.

**Merchant Liability**: You are solely liable for your products, services, customer relationships, and any claims arising from them.
**Indemnification**: You agree to indemnify, defend, and hold harmless Dukene from any claims, damages, losses, or expenses arising from: (a) your products or services, (b) your breach of this Agreement, (c) your violation of laws, (d) your customer relationships, or (e) intellectual property infringement.
**Product Liability**: You are responsible for product liability claims, including defective products, injuries, or damages caused by your products.
**Customer Claims**: You must handle all customer claims, complaints, and disputes. Dukene is not a party to transactions between you and your customers.
**Limited Liability**: Dukene's liability is limited as outlined in our Terms of Service. We are not liable for indirect, incidental, or consequential damages.
**No Warranties**: Dukene provides the platform "as is" without warranties. We do not guarantee uninterrupted service or error-free operation.
**Insurance**: You are encouraged to maintain appropriate business insurance, including product liability and general liability insurance.

9. Intellectual Property

You retain ownership of your content but grant Dukene a license to use it. You must not infringe on third-party IP rights.

**Your Content**: You retain all ownership rights to your product listings, images, descriptions, branding, and other content ("Merchant Content").
**License to Dukene**: By uploading Merchant Content, you grant Dukene a worldwide, non-exclusive, royalty-free license to use, reproduce, display, and distribute your content solely to provide services to you.
**IP Ownership**: You represent and warrant that you own or have the necessary rights to all Merchant Content and that it does not infringe on third-party intellectual property rights.
**Trademark Use**: You may not use Dukene's trademarks, logos, or branding without our prior written permission.
**Counterfeit Prohibition**: Selling counterfeit, replica, or unauthorized products is strictly prohibited and will result in immediate account termination.
**DMCA Compliance**: We comply with the Digital Millennium Copyright Act (DMCA). If you believe your IP rights have been violated, contact us immediately.
**IP Infringement**: If we receive a valid IP infringement claim against your content, we may remove the content and suspend your account pending resolution.

10. Data and Privacy

You must handle customer data responsibly and comply with data protection laws. Dukene processes data on your behalf.

**Data Controller**: You are the data controller for customer data collected through your store. Dukene is a data processor acting on your behalf.
**Data Protection Compliance**: You must comply with all applicable data protection laws, including the Kenya Data Protection Act and GDPR (if applicable).
**Customer Consent**: You must obtain necessary consents from customers before collecting or processing their personal data.
**Data Security**: You must implement appropriate security measures to protect customer data from unauthorized access, disclosure, or loss.
**Data Breach Notification**: You must notify Dukene and affected customers immediately in case of a data breach.
**Data Retention**: You may only retain customer data for as long as necessary for legitimate business purposes and as required by law.
**Customer Rights**: You must honor customer rights to access, correct, delete, or port their data as required by data protection laws.
**Privacy Policy**: You must maintain a clear privacy policy that explains how you collect, use, and protect customer data.

11. WhatsApp and M-Pesa Integration

Use of WhatsApp and M-Pesa features is subject to their respective terms and policies.

**WhatsApp Compliance**: You must comply with WhatsApp Business Policy and Terms of Service when using WhatsApp integration features.
**WhatsApp Messaging**: You must obtain customer consent before sending WhatsApp messages and provide clear opt-out options.
**M-Pesa Compliance**: You must comply with M-Pesa terms of service and Safaricom's policies when accepting M-Pesa payments.
**Third-Party Services**: Dukene is not responsible for interruptions, changes, or discontinuation of WhatsApp or M-Pesa services.
**Account Suspension**: If your WhatsApp or M-Pesa account is suspended by the respective providers, Dukene is not liable.
**Integration Changes**: We may modify or discontinue WhatsApp or M-Pesa integrations at any time due to changes in third-party APIs or policies.

12. Modifications to Agreement

We may modify this Agreement at any time. Continued use after changes constitutes acceptance.

Dukene reserves the right to modify this Merchant Agreement at any time.
We will notify you of material changes via email or through the platform at least 30 days before changes take effect.
Your continued use of merchant services after changes take effect constitutes acceptance of the modified Agreement.
If you do not agree to the modified Agreement, you must stop using merchant services and terminate your account.
We encourage you to review this Agreement periodically to stay informed of any changes.

13. Governing Law and Dispute Resolution

This Agreement is governed by Kenyan law. Disputes will be resolved in Kenyan courts.

This Agreement is governed by the laws of Kenya, without regard to conflict of law principles.
Any disputes arising from this Agreement shall be resolved in the courts of Kenya.
You agree to submit to the exclusive jurisdiction of Kenyan courts for dispute resolution.
Before initiating legal action, you agree to attempt to resolve disputes through good faith negotiations.
If negotiations fail, disputes may be resolved through mediation or arbitration as mutually agreed.

Questions About This Agreement?

If you have any questions about this Merchant Agreement, please contact us at merchants@dukene.co.ke or through our Support Center.