Terms & Conditions


  1. Offer is subject to availability and may be changed or withdrawn without notice by Afmak.com / Afmak.com
  2.            
  3. Offer only applies to Qualifying Items and Promotional Items sold and dispatched by Afmak.com at the website, www.Afmak.com. It does not apply to purchases made from Afmak’s Warehouse Deals, from third-party sellers at Afmak.com's Marketplace platform or at any of Afmak.com's Trusted Partner sites.
  4.            
  5. Afmak.com will use all reasonable endeavours to give you your promotional credit by the time stated in the promotion. However, Afmak.com accepts no responsibility or liability in the event that promotional credits are received later than this date.
  6. The promotional credit cannot to be used in conjunction with any other offer. Promotion credits may not be used on any existing orders.
  7.            
  8. If you cancel your order for a Qualifying Item, Offer ceases to apply and you will not receive your promotional credit. If you return a Qualifying Item, Afmak.com reserves the right to withdraw your promotional credit and/or charge you (using the payment method you used for the original order) for the value of the promotional credit or part thereof.
  9.            
  10. In the event you return a Promotional Item, your refund will be for the amount paid for the returned item(s) less the value of the promotional credit used.
  11.            
  12. Each promotional credit has no cash redemption value and may not be transferred or assigned.
  13.            
  14. Postage and packing will be applied to each item in accordance with Afmak.com's standard delivery rates and policies.


Agency Agreement

THIS AGENCY AGREEMENT is made and entered into this Sunday 16th of June 2019 by and between WEB SOLUTION LIMITED with its principal place of business located at Ashongman, Ga West, in the Greater Accra Region of the Republic of Ghana (hereinafter referred to as the "Company ") of the first part, and (AFMAK ACCOUNT USER) (hereinafter referred to as the "Agent") of the other part (hereinafter referred to individually as a "Party" and collectively as "the Parties"). WHEREAS, the Company is a computer software engineering organization and is in the business of bringing unto one online platform (referred to as “AFMAK”)African manufacturers, and service providers as well as corporate bodies of African origin to showcase, promote, market, sell and purchase their products and services that meets international standards. WHEREAS, the Agent is in the business of marketing and promoting products and services and wishes to market and promote services and products on the Company's online platform for and on behalf of the Company. WHEREAS, Company wishes to appoint Agent as its agent to market and promote such products subject to terms and conditions contained in this Agreement.



NOW, THEREFORE, the Parties hereby agree as follows:

1. DEFINITIONS.

In this Agreement, the following terms shall have the following respective meanings:

a) "Agreement" means this Agency Agreement.

b) "Confidential Information" means any and all information that is disclosed by one Party to the other Party and that relates to a Party's business or the Parties' business relationship hereunder, including, but not limited to, information concerning finances, products, services, customers and suppliers. Confidential Information shall not include information which i. is in or comes into the public domain without breach of this Agreement by the receiving Party; ii. was in the possession of the receiving Party prior to receipt from the disclosing Party and was not acquired by the receiving Party from the disclosing Party under an obligation of confidentiality or non-use; iii. is acquired by the receiving Party from a third party not under an obligation of confidentiality or non-use to the disclosing Party; or iv. is independently developed by the receiving Party without use of any Confidential Information of the disclosing Party.

c) "Products" means the Company’s advertised products and services listed or yet to be listed onto its online platform from time to time.

d) "Trademarks" means all trademarks, service marks, logos, brand names, trade names, domain names and/or slogans used by Company in connection with the Products from time to time (whether registered or unregistered).

2. GRANT OF RIGHT

a) Appointment. Subject to the terms and conditions of this Agreement, Company hereby appoints the Agent as its Agent to market, promote, and to solicit purchase orders for the Products. Agent hereby accepts such appointment and agrees not to use a third party to perform its obligations pursuant to this Agreement without the prior written consent of the Company.

b) It is expressly agreed that the Agent has no authority to enter into agreements or make any commitments on the Company's behalf.

c) Reservation of Rights by the Company. The Company reserves the right to take the following actions at any time upon Seven [7] calendar days prior written notice to the Agent without liability: i. to add Products to, or delete Products from its online platform, ii. to modify the design of or upgrade the Products or any part of the Products, and iii. to sell the Products exclusively, on a direct or indirect basis, to certain types of customers or specific accounts.

3. TRADEMARKS

a) Ownership. The Agent acknowledges the Company's exclusive ownership of its Trademarks and acquires no right, title or interest in or to the Trademarks hereunder. Any and all goodwill associated with the Trademarks will inure exclusively to the benefit of the Company. During the subsistence of this Agreement, the Agent shall not attempt to register any of the Trademarks or any trademarks, service marks, logos, brand names, trade names, domain names and/or slogans confusingly similar to the Trademarks. The Agent shall execute such documents and do all such acts and things as may be necessary in the Company's reasonable opinion to establish the Company's ownership of any rights in and to the Trademarks, at the Company's expense.

b) Grant of Rights. The Company hereby grants to the Agent during the subsistence of this Agreement, and subject to the terms and conditions herein, a non-exclusive, non-transferable, revocable right to use the Trademarks in connection with the marketing and promotion of the Products in accordance with the terms and conditions of this Agreement, convention, practice, and any guidelines issued by the Company from time to time. During this Agreement the Agent shall have the right to indicate to the public that it is an authorized Agent of the Products.

4. AGENT'S OBLIGATIONS.

In addition to such other duties and obligations as are established by law and as set forth in this Agreement, the Agent shall:

a) Diligently market and promote the Products, and solicit orders for the Products and services listed on the Company’s online platform in areas which the Company may from time to time be specify;

b) Assist the Company in providing support services to customers of the Products;

c) Fully and promptly answer all communications from the Company and its customers in respect of the products and related matters;

d) Render such assistance as the Company may reasonably request with respect to customer relations and satisfaction;

e) Prepare and maintain, and submit to the Company on a timely basis, all documentation and reports reasonably required from time to time to be prepared, maintained or submitted, including but not limited to, the following:

i. a database of information on current and prospective customers, which database shall at all times be the property of the Company,

ii. a quarterly report concerning current and prospective customers, actual or pending purchase orders, competitive products, trade conditions and related matters,

iii. a quarterly marketing plan, and

iv. a written forecast of the number of Products expected to be ordered on monthly basis which forecast shall be submitted to the Company prior to the beginning of each calendar quarter.

All documentation and reports shall comply with any guidelines issued by the Company from time to time.

5. COMPANY'S OBLIGATIONS.

In addition to such other duties and obligations as are established by law and as set forth in this Agreement, the Company shall:

a) Assist the Agent by providing an adequate supply of Product data sheets, price lists, catalogues and other promotional literature at no charge to the Agent;

b) Provide Product training and field sales support to the Agent at no charge to the Agent, with the frequency and content of the training to be determined by Company;

c) Place advertisements in applicable publications and participate in trade shows and exhibitions where such participation will promote the Products; and

d) Bear responsibility for collection of all customer payments.

6. COMMISSIONS AND EXPENSES

a) The Company shall pay to the Agent, as compensation for its services during the subsistence of the Agreement, a commission of.......... % of the Net Product Sales.

b) Payment of commission shall be made by the Company to the Agent within five (5) working days following the receipt by Company of payment for Products from its customer. At the time of payment of commission, the Company shall furnish the Agent with an itemized statement setting forth the computation of commissions.

c) In the event of termination of this Agreement for any reason, the Company shall be obligated to pay commissions only with respect to purchase orders for Products procured by the Agent from customers prior to termination of this Agreement and subsequently accepted by the Company.

d) Notwithstanding anything to the contrary set forth above, there shall be deducted from any commissions due the Agent an amount equal to:

i. commissions previously paid or credited to the Agent for sales of Products which are thereafter returned by the customer; and

ii. the applicable portion of commissions previously paid or credited to the Agent for sales of Products as to which any allowance or adjustment is credited to the customer for any reason.

e) The Agent and the Company will agree on an acceptable quarterly expense level for the Agent. The Company will pay the agreed upon amount to the Agent in advance at the beginning of each calendar quarter following receipt of a proper invoice. Any additional expenditures or extraordinary expenses must be approved in advance by the Company in order to be reimbursed.

8. NON-COMPETITION.

During the subsistence of this agreement and for a period of one (1) year after voluntary termination of the Agreement by the Agent or termination by the Company pursuant to Paragraph 11 hereof, the Agent shall not, directly or indirectly, market, sell or promote the sale of, or otherwise commercially deal in or with, any products or services that will then be in competition with the Products.

9. CONFIDENTIALITY

Obligations of Non-Disclosure and Non-Use.

a) Unless otherwise agreed to in advance, in writing, by the disclosing Party or except as expressly permitted by this Agreement, the receiving Party will not, except as required by law or court order, use Confidential Information of the disclosing Party or disclose it to any third party during the subsistence of this Agreement and for a period of five years (5) years thereafter.

b) The receiving Party may disclose Confidential Information of the disclosing Party only to those of its employees or contractors who need to know such information. In addition, prior to any disclosure of such Confidential Information to any such employee or contractor, such employee or contractor shall be made aware of the confidential nature of the Confidential Information and shall execute, or shall already be bound by, a non-disclosure agreement containing terms and conditions consistent with the terms and conditions of this Agreement.

c) In any event, the receiving Party shall be responsible for any breach of the terms and conditions of this Agreement by any of its employees or contractors where applicable.

d) The receiving Party shall use the same degree of care to avoid disclosure of the disclosing Party's Confidential Information as the receiving Party employs with respect to its own Confidential Information of like importance, but not less than a reasonable degree of care.

e) Return of Confidential Information. Upon the termination or expiration of this Agreement for any reason, or upon the disclosing Party's earlier request, the receiving Party will deliver to the disclosing Party all of the disclosing Party's property or Confidential Information in tangible form that the receiving Party may have in its possession or control. The receiving Party may retain one copy of the Confidential Information in its legal files.

10. INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS.

The Agent agrees that if he is notified or otherwise obtains knowledge of any actual or alleged infringement of the Trademarks or any other intellectual property rights of Company by a third party, the Agent will promptly notify the Company. No legal proceedings shall be instituted by the Agent against any third party in respect of any such actual or alleged infringement without the prior written consent of Company. Agent shall cooperate fully with Company in any legal proceedings instituted by Company, at Company's expense.

11. TERM AND TERMINATION

1. Term.

a) This Agreement shall commence on the Effective Date and shall, unless earlier terminated pursuant to Paragraph 11 hereof, continue for a term of one (1) year following the Effective Date (the "Initial Term"). b) Upon expiration of the Initial Term, this Agreement may be automatically renewed for an additional one (1) year term (the "Renewal Term").

2. Termination Without Cause.
This Agreement may be terminated by Company at any time for any reason by giving one (1) calendar month written notice of such termination to the Agent. Agent may terminate this Agreement at any time for any reason by giving two (2) calendar months written notice of such termination to the Company.
3. Termination for Material Breach.
This Agreement may be terminated by either Party by giving one (1) calendar month written notice of such termination to the other Party in the event of a material breach by the other Party. "Material breach" shall include:

i. Any violation of the terms of Paragraphs 3, 4, 5, 6, 7, 8, 9 or 10,

ii. Any other breach that a Party has failed to cure within fourteen (14) calendar days after receipt of written notice by the other Party.

iii. Agent's failure to meet the agreed Net Products Sales target for a six (6) month period,

iv. any activity or assistance by Agent of challenging the validity or ownership of the Trademarks or any other intellectual property rights of Company,

v. An act of gross negligence or willful misconduct of a Party, or

vi. The insolvency, liquidation or bankruptcy of a Party.

4. Effect of Termination.
Upon termination of this Agreement, the Agent shall cease all marketing and promotion of, and the solicitation of purchase orders for, the Products and promptly return to the Company all demonstration units, promotional literature and other similar materials or effects which the Company may have furnished to the Agent in connection with its activities hereunder. Upon any termination of this Agreement, the Company shall not be liable to the Agent for loss of future commissions, goodwill, investments, advertising or promotional costs or like expenses.

12. FORCE MAJEURE.

a) Either Party shall be excused from any delay or failure in performance required hereunder if caused by reason of any occurrence or contingency beyond its reasonable control, including, but not limited to, acts of God, acts of war, fire, insurrection, strikes, lock-outs or other serious labor disputes, riots, earthquakes, floods, explosions or other acts of nature.

b) The obligations and rights of the Party so excused shall be extended on a day-to-day basis for the time period equal to the period of such excusable interruption. When such events have abated, the Parties' respective obligations hereunder shall resume. In the event the interruption of the excused Party's obligations continues for a period in excess of two (2) calendar months, either Party shall have the right to terminate this Agreement upon one (1) calendar month’s prior written notice to the other Party.

13. 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, reorganization or acquisition of stock or assets affecting all or substantially all of the properties or assets of the assigning Party.

14. GOVERNING LAW AND DISPUTE RESOLUTION.

This Agreement shall be governed by and construed in accordance with the laws of Ghana without giving effect to any choice of law or conflict of law provisions. The Parties shall at all material times attempt to settle amicably and between them, all disputes arising out of this agreement in respect of their obligations, rights, duties and liabilities etc.

15. GENERAL.

This Agreement constitutes the entire agreement of the Parties on the subject hereof and supersedes all prior understandings and instruments on such subject. In the event of any discrepancy between the provisions of this Agency Agreement the terms and conditions of this Agency Agreement shall prevail. This Agreement may not be modified other than by a written instrument executed by duly authorized representatives of the Parties.

16. SURVIVAL OF PROVISIONS.

All provisions of this Agreement that by their nature extend beyond the termination of this Agreement shall survive the termination of this Agreement.