DEMART

Micro-Retailer Agent
Agreement
DEMART NETWORK

TECHNOLOGY (KENYA) CO.

LIMITED

AND

(MICRO-RETAIL AGENT)

DEMART
 THIS AGREEMENTis made this _______ day of____________ Two Thousand and
Seventeen

-BETWEEN-

DEMART NETWORK TECHNOLOGY (KENYA) CO. LIMITED a Company duly

registered under the Laws of Kenya and of P.O Box Number 9602-00200 Nairobi, Kenya,
hereinafter called the Company (which expression shall include its successors and
assigns) of the ONE PART;

-AND-

______________________________________Of ID/Passport Number ______________and of

P.O Box Number _________Kenya, hereinafter called the the micro-retail agent or
the agent in short(which expression shall mean and include his/her successors and
assigns) of the OTHER PART.

--------------

1. WHEREAS:
The Company is willing to contract the micro retail agent on behalf of
DEMART micro retail business;
The micro retail agent hereby agrees to contract with the Company subject to
the terms, conditions and warranties contained in this Agreement.

2. CONTRACT LENGTH
This contract shall run for one (1) year from the date of signing and can be renewed at
the option of the company.

3. IT IS HEREBY AGREED AS FOLLOWS:

A. Definitions and Interpretation

In this Agreement:
i. business day means any day on which the micro retail agent is generally open
for business in Kenya;
ii. completion date means one year (12 months) after execution of this agreement.
iii. customers means every potential and actual end user of Demart products.
iv. products shall mean and include all the items as listed in the DEMART online
shopping mall. (DEMART online shopping web address:(http://www.demart.co )
v. Kenya shillings or KSH means the legal tender of the Republic of Kenya;
vi. payment means money paid to the micro retail agent; which money is to be
remitted or paid via the Company MPESA account as provided by the company.
vii. Payment completion means that the company account reflects the deposit made
by the Micro-retail agent which can be confirmed by checking the application (App).
viii. sign, in relation to a contract, includes making ones mark or writing ones name
or initial on the instrument as an indication that one intends to bind himself to the
contents of the instrument and in relation to a body corporate includes
a) signature by an attorney of the body corporate duly appointed by a power of
attorney registered under the Registration of Documents Act (Cap. 285);
b) the affixing of the common seal of the body corporate in accordance with the
constitution or the articles of association of the body corporate, as the case may
be, in which case no further attestation shall be required;
ix. Micro-retail agent means any person who meets the requirements set out by the
company and successfully and independently contracts with the company for the
purpose of selling the Companys products through its app or any other approved
means.
x. MR APP means the phone application that the Micro-retail Agent will use to
purchase the products.
xi. Customer APP/ C-APP means the phone application that the Micro-retail Agent
will use to sell the product and remit returns back to the company.
xii. Net Profit means the difference in amounts between the price of the item on the
Demart Online Portal and the Micro-retail sale price(Net Profit means the
difference in amounts between the price of the item on MR APP and the
recommended retail sale price the Customer APP)
4. MICRO RETAIL AGENT REQUIREMENTS

i. DOCUMENTS
a. Original Kenyan ID/Passport
b. Valid Student ID if the prospective Micro-retail agent is a student.
c. Incorporation Certificate (For companies)
d. Unified Business License (For retailers)

Note: A scanned copy of all these documents shall be provided by the micro retail
agents to the company on or before application.

ii . OTHER REQUIREMENTS

a. The Micro Retail Agent shall appear at the Companys operation center and
undergo a short but detailed training and presentation on the companys
business model and contractual details at a date and time provided by the
company.
b. The agent shall download the companys application (details of which shall be
provided by the company) to their mobile device.
c. The agent shall deposit the minimum required capital by the company as
follows:
o Ksh 10,000 for non-students
o Ksh 5,000 for students with Valid Student ID
d. The amounts shall be paid into;
 o The Companys Mpesa Account
o The Companys Bank Account
o Cash at the Companys Office

All amounts paid to the company as Deposits shall be receipted.

5. COMMERCIAL TERMS

i. Credit Limit & Commissions

a. The agent shall be entitled to a commission payable on the profits procured

through the agent.
b. The commission shall be paid at a rate of 60% of the net profit procured
through the agent.
c. The agent shall also be entitled to rewards for reaching their sales target on
top of the commission.
d. The Company has put in place a rewards system described in detail in the 1st
Schedule of this agreement

ii. Deposit & Credit Limit Regulations

a. The deposit amount shall serve as the Agents Credit limit with the company.
b. The agent shall deposit the minimum required capital by the company as
follows:
o Ksh 10,000 for non-students
o Ksh 5,000 for students with Valid Student ID
c. In the event the agent wants to withdraw his deposit, he shall not be able to
do the same within 3 months of the date of deposit.
d. In the event the agent wants to with draw his deposit after 3 months following
the date of deposit, the amounts shall be refunded into the agents designated
Mpesa or Bank account as follows:

i. Less than 100,000 KSH within 7 working days

ii. Between 100,000 KSH to 500,000 KSH - 10 working days
iii. Between 500,000 KSH to 1,000,000 KSH - 15 working days
iv. More than 5,000,000KSH - 30 working days

e. The Agent will be responsible for all costs and expenses he/she incurs in
marketing, promoting and selling products.
 iii. Retail Prices

Demart will set the recommended retail prices products on the Demart
Application and web site, and may change retail prices at any time. Demart
prices do not include shipping fees. Prices charged for all products are
determined solely by Demart.

6. INDEPENDENT RETAILER/CONTRACTOR RELATIONSHIP:

i. Under this Agreement, the Agent will be one of the Demart Retailers to market
and sell products available on to the public in the Republic Of Kenya. The agent
will be an independent contractor and not the companys employee, franchisee,
partner, or joint venture.
ii. The agent will have no authority to incur any debt, obligation or liability on behalf
of us. You are not authorized to sign any contracts on our behalf.
iii. The company will pay the agent the commissions owed to him/her, as explained
above, and according to the Commission & Bonus Program as in the 1 st Schedule
of this agreement, which can be found in detail on the Retailer Only Back Office
of the Demart website.
iv. The Agent will be responsible for payment of all self-employment (Social
Security), income taxes, and any other taxes required by your activities as an
independent sales representative under all laws.
v. The Agent agrees to abide by all state and local laws applicable to his/her
activities. The agent agrees to abide by all applicable data privacy laws. The agent
will, at his/her own expense, file all reports and obtain any licenses that are
required by law or regulation for him/her to perform his/her activities under this
Agreement or the holding, selling, or advertising of Demart products.
vi. All notices given by either party to the other shall be in writing and shall be
sufficiently served. This is to either be hand delivered or sent by prepaid
registered mail to the address of the relevant party referred to in this agreement.

7. WARRANTIES BY THE COMPANY

i. The Company has the requisite power and authority to enter into and perform
this Agreement;
ii. The Company is the legal proprietor of the products;
iii. Each of the warranties is without prejudice to any other warranty or
undertaking and, except where expressly stated; no clause contained in this
Agreement governs or limits the extent or application of any other clause.
8. BREACH AND TERMINATION OF AGREEMENT BY THE PARTIES

i. Both parties shall abide by the agreement and shall not unilaterally terminate
the agreement, otherwise shall undertake responsibilities for breach of
agreement.
ii. Breach of this agreement gives the innocent party right to terminate the
agreement in writing not more than Fourteen (14) days after the date of
breach.
iii. Either party shall be entitled to serve a notice in writing upon the other party
within Fourteen (14) days of their intention to terminate the contract. This is
to either be hand delivered or sent by prepaid registered mail to the address of
the relevant party referred to in this agreement

Events Upon Termination of this Agreement:

Upon termination of this Agreement, the agent will:

a) immediately destroy or delete all Demart Business Intellectual Property,
return all Confidential Information to the company, and certify to such
return in writing if requested,
b) Within five days of termination pay all amounts due to the company;
c) Immediately stop representing yourself as a Demart Micro-Retail Agent
d) Immediately become ineligible to receive any compensation or benefits
as a Retailer, except for amounts that the agent earned before the
termination date, less any amounts the agent may owe Demart under
this Agreement, and/or the Policies & Procedures.
e) The Agent will further understand and agree that upon termination of
the Agreement, the agent will immediately stop all use of the Demart IP
and Confidential Information and will stop selling, promoting,
displaying, offering for sale Demart products.
f) The agent further understands and agrees that he/she will immediately
stop making any use of or disclosing customer Personally Identifiable
Information.

9. MISCELLANEOUS

i. No failure or delay to exercise any power, right or remedy shall operate as a

waiver of that right, power or remedy and no single or partial exercise of any
right, power or remedy shall preclude its further exercise or the exercise of any
other right, power or remedy.
ii. If any term or condition of this Agreement shall to any extent be found or held
to be invalid or unenforceable, the parties shall negotiate in good faith to
amend such term and condition so as to be valid and enforceable.
iii. The Parties confirm that they have willingly entered into this Agreement
without any undue influence or representation or warranty except as provided
in this Agreement.
iv. If any term or condition of this Agreement shall to any extent be invalid or
unenforceable, the remainder of this Agreement shall not be affected and the
other term and conditions shall be valid and enforceable to the full extent
permitted by law.
v. Notwithstanding the transfer of the products to the Customers, this Agreement
shall remain in force with regard to anything remaining to be done performed
or observed hereunder and not provided for in the said Transfer.
vi. Each of the parties hereby agrees and confirms for the purposes of the Law of
Contract Act (Chapter 23, Laws of Kenya) that it has executed this Agreement
with the intention to bind itself to the contents hereof.
vii. All notices given by either party to the other shall be in writing and shall be
sufficiently served. This is to either be hand delivered or sent by prepaid
registered mail to the address of the relevant party referred to in this agreement.

10. JURISDICTION
i. This Agreement shall be interpreted according to Kenyan law.
ii. Each of the Parties hereby agrees and confirms for the purposes of the Law of
Contract Act (Chapter 23, Laws of Kenya) that it has executed this Agreement
with the intention of binding itself fully to the contents hereof.
iii. No person who is not a party to this Agreement shall be made a party to this
Agreement or shall have any right to rely on or enforce any term of this
Agreement.

11. DISPUTES

All disputes and questions whatsoever which shall arise between the parties
hereto touching this agreement on the construction or application thereof or
any clause or thing herein contained or to the rights or liabilities of any
party under this Agreement shall be referred to the decision of a single
arbitrator (who shall be the Advocate of the High Court of Kenya with at
least ten (10) years experience in Conveyance and Commercial Law)
appointed by both parties herein accordance with the provisions of the
Arbitration Act 1995 or any Act or Acts amending or replacing the same.
The decision of such Arbitrator shall be final, conclusive and binding on the
parties.

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 1st Schedule

DEMART Kenya MRCommission Rules Q3 2017

1. Commission calculation

Single order completed

[Retail Price Wholesale Price *1 POC]* 60%toRetail PriceTo Wholesale Price

GROW GROW
LEVEL POC LEVEL POC LEVEL GROW VALUE POC LEVEL GROW VALUE POC
VALUE VALUE

1,000,00 22,620,00
LV1 10,000 LV15 LV29 3,620,000 LV43
0 0

1,140,00 28,140,00
LV2 70,000 LV16 LV30 4,140,000 LV44
0 0

1,280,00 33,660,00
LV3 130,000 LV17 LV31 4,660,000 LV45
0 0

1,420,00 39,180,00
LV4 190,000 0.50% LV18 1.50% LV32 5,180,000 3% LV46 5%
0 0

1,560,00 44,700,00
LV5 250,000 LV19 LV33 5,700,000 LV47
0 0

1,700,00 50,220,00
LV6 310,000 LV20 LV34 6,220,000 LV48
0 0

1,840,00 55,740,00
LV7 370,000 LV21 LV35 6,740,000 LV49
0 0

2,020,00
LV8 440,000 LV22 LV36 8,220,000
0

2,200,00
LV9 510,000 LV23 LV37 9,700,000
0

2,380,00 11,180,00
LV10 580,000 LV24 LV38
0 0

2,560,00 12,660,00
LV11 650,000 1% LV25 2% LV39 4%
0 0

2,740,00 14,140,00
LV12 720,000 LV26 LV40
0 0

2,920,00 15,620,00
LV13 790,000 LV27 LV41
0 0

3,100,00 17,100,00
LV14 860,000 LV28 LV42
0 0
 GROWTH VALUE DEFINATION

Factors GROW VALUE

Sales 1KSH 1

Ref-MR 1 Ref-MR 50,000

Target commission Sales target value Discount Rate

Monthly sales revenue is up to standard Less than 100,000 Ksh 0%

100,000Ksh--200,000Ksh 1%

200,000Ksh500,000Ksh 2%

More than 500,000Ksh 4%

REFERRED MR SALES COMMISSION:

Associated sales revenue * Proportion of commission
(Proportion of commission: 1%)

2. The cardinal number of all commission calculation shall be based on the

returned money of online order that accountant confirmed, some returned
money that accountant not confirmed cannot be included in the monthly
commission.
3. If the withdrawal amount exceeds $1000,the money will be received after 3
working days.
4. If the withdrawal amount exceeds $5000,The money will be received after 5
working days
5. If the withdrawal amount exceeds $10,000,the money will be received after 7
working days.

THE COMMON SEAL of

DEMART NETWORK TECHNOLOGY (KENYA)

CO. LIMITED ] ___________

Was hereunto affixed ] Seal

In presence of: - ]

----------------------------- ]

DIRECTOR ]

----------------------------------- ]

DIRECTOR/SECRETARY ]

I CERTIFY that the above-named _____________________ and _______________________

both directors or a director and company secretary of the Company appeared before me
on the _____ Day of ________ 2017 and being known to me respectively acknowledged
the above signature[s] or mark[s] to be theirs and that they had freely and voluntarily
executed this instrument and understood its contents.

(AGENT NAME) ] ______________

]
In presence of: - ]

ADVOCATE ]

I CERTIFY that the above-named ____________________________,the Agent herein,

appeared before me on _______ Day of _____________ 2017 and being known to me /being
identified by Identity Card/Passport Number........................ acknowledge
the above signature or mark to be his and that he had freely and voluntarily executed
this instrument and understood its contents.

_______________________

Advocate