Africa Creates Vendor Agreement

Last Updated: October 1, 2026

Introduction

This Vendor Agreement (the "Agreement" or "Terms") is between 54Commerce LLC, a Delaware limited liability company operating as Africa Creates (africa-creates.com), and the business that accepts it ("Vendor" or "you"). It governs how you supply products to us for resale to Buyers on the Platform.

Acceptance. You accept this Agreement by clicking "I agree" during Vendor onboarding or by listing products on the Platform. If you accept on behalf of a business, you confirm you have authority to bind it. We keep a record of your acceptance, including the date and the version accepted.

Buyer terms. Our sales to Buyers are governed by the public Africa Creates Terms of Service (africa-creates.com/terms), which set the return policy and other terms Buyers rely on. You must not make promises to Buyers that conflict with them.

1. Parties and Definitions

  • "Africa Creates," "we," "us," or "our" means 54Commerce LLC and its Affiliates.
  • "Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with 54Commerce LLC, now or in the future.
  • "Merchant of Record (MoR)" means the legal seller to the Buyer: the entity that sells the product, processes the Buyer's payment, and is liable for the transaction. 54Commerce LLC is the MoR for all sales on the Platform.
  • "Vendor" means any maker, manufacturer, or business that supplies products to us for resale on the Platform and ships them directly to Buyers.
  • "Customer" or "Buyer" means any person who purchases a product from us through the Platform.
  • "Dropship" means the Vendor ships an order directly from its place of manufacture or business to the Buyer, on our behalf.
  • "Platform" or "Services" means the Africa Creates website at africa-creates.com and related services.
  • Buyer Eligibility: To purchase on the Platform, a Buyer must be at least 18 years of age and have the legal capacity to enter into a binding contract. By placing an order, the Buyer represents that they meet these requirements.

1.1 Schedule of Affiliates

54Commerce LLC currently has no designated Affiliates.

1.2 Administrative Updates to Affiliates

The list in Section 1.1 is provided for transparency and regulatory compliance. You agree that 54Commerce LLC may update the Schedule of Affiliates at any time as the corporate group expands. Such updates, including adding subsidiaries or reassigning regional responsibilities, are administrative and do not constitute a material amendment to these Terms. They do not require a prior notice period or a new acceptance of the Terms by the Vendor.

2. Merchant of Record Status

2.1 54Commerce as Seller

54Commerce LLC is the Merchant of Record and legal seller for every sale on the Platform. The Buyer buys from us, not from the Vendor. We set the retail price, accept the Buyer's payment, issue the receipt, and are responsible to the Buyer for the sale.

2.2 What We Handle as MoR

  • Payments: processing Buyer payments, fraud prevention, and handling disputes with card networks.
  • Tax: calculating, collecting, and remitting sales tax, VAT, and GST on sales to Buyers (Section 5.3).
  • Customer terms: setting the return and refund policy (Section 6.1) and providing first-line customer and billing support.

2.3 Regulatory Status

Because we are the seller, Buyer payments are our sales revenue, not funds held for Vendors. We are not a payment institution or electronic money institution, and we do not hold Vendor funds in a custodial capacity. What we owe a Vendor is the purchase price for products we bought from them (Section 5.2).

3. The Reseller and Dropship Relationship

3.1 Appointment

By registering an account and listing products on the Platform, you enter into a business-to-business (B2B) supply agreement with 54Commerce LLC (operating as "Africa Creates"). You appoint us as a non-exclusive reseller of your products. For each order:

  1. The Buyer purchases the product from 54Commerce LLC.
  2. 54Commerce LLC purchases that product from you at the agreed purchase price (Section 5.2).
  3. You dropship the product directly from your place of manufacture to the Buyer, on our behalf.

3.2 Title and Risk

Title to a product passes from you to us when you hand it to the carrier, and from us to the Buyer on delivery. If a product is lost or damaged because it was poorly made or packed, or because you shipped late or to the wrong address, the purchase is cancelled under Section 6.2.

3.3 Vendor Responsibilities

Vendors retain all intellectual property rights to their products. You are responsible for:

  • Fulfillment: making the product, packing it securely, and shipping it within the processing time shown on the listing.
  • Dropship packaging: shipping under Africa Creates' name, without your own invoices, price tags, or marketing inserts, unless we approve them.
  • Tracking: uploading a valid tracking number for every shipment.
  • Product support: helping us answer product-specific questions from Buyers.
  • Compliance: ensuring products you supply to us are safe, accurately described, and do not violate any laws (including export rules in your country) or third-party rights.

3.4 Shipping

Africa Creates Ship provides international shipping at preferential rates through third-party carriers (e.g., DHL, FedEx).

  • Data accuracy: You are responsible for entering accurate package information on the Platform so labels are generated correctly.
  • Shipping costs: Vendors must pay us for all shipping-related costs, which are deducted from their balance; we then settle payment with the carriers.

3.5 Delivery Estimates

You must keep the processing and shipping times on your listings accurate, since they are shown to Buyers at checkout. Buyers are told products ship directly from the maker's location.

4. Account Requirements

4.1 Eligibility. You must be at least 18 years old to use the Services. You must provide accurate, current, and complete information during registration and keep it updated. You must also hold a legal business registration in your country of operation and provide documentation of it to Africa Creates.

4.2 Security. You are responsible for maintaining the security of your account and password. Africa Creates will not be liable for any loss or damage from your failure to do so. You must notify us immediately of any unauthorized use of your account.

5. Fees, Settlement, and Taxes

5.1 Fees

Africa Creates charges the following fees, which are deducted automatically from the Vendor's earnings dashboard:

Fee Amount
Subscription (non-refundable, auto-renewing) Quarterly €60, Semi-annual €100, Annual €200
Service and platform fee 12% of retail price
Transaction fee 4% of the order total, including shipping

Vendors receive an earnings payment equal to the retail price less the service, platform, and transaction fees. Subscription fees and the weekly disbursement cap are stated in euros (EUR). Retail prices and sales are in US dollars (USD), and euro amounts are converted at the prevailing exchange rate when charged or applied. We may modify these fees upon notice.

5.2 Vendor Disbursements and Invoicing

Africa Creates operates as a reseller. Customer payments made through the Platform are revenues of 54Commerce LLC. The relationship between the Vendor and Africa Creates is a B2B transaction in which we purchase goods from the Vendor for resale.

  • Vendor invoicing: A Vendor's entitlement to funds is established by an invoice addressed to 54Commerce LLC, generated automatically from the earnings dashboard when sales for a period are reconciled. This invoice represents the agreed purchase price (Net Revenue) for goods we purchased from the Vendor and resold.
  • Due upon invoice: Net Revenue is due and payable to the Vendor only upon receipt and validation of the corresponding invoice.
  • Disbursement request: Submitting a disbursement request initiates generation and processing of this invoice, subject to our validation.
  • Schedule: Disbursements are made to the Vendor's designated bank account or payment method on Wednesdays (weekly and bi-weekly).
  • Limits: Authorized disbursements are capped at €15,000 (or equivalent) per calendar week.
  • Compliance and security review: Disbursements are subject to risk assessment and may be held if we suspect fraud, a breach of these Terms, product quality issues affecting the underlying purchase, or if a Vendor fails to meet our Know-Your-Customer (KYC) / Know-Your-Business (KYB) requirements.

5.3 Taxes

(a) Our responsibilities as MoR. As MoR for all Platform transactions, 54Commerce LLC is responsible for tax compliance in the jurisdictions where it operates. We calculate, collect, and remit applicable VAT, sales tax, and GST on sales to Buyers. Vendors must not separately collect or remit these taxes on transactions we process.

(b) Automatic calculation at checkout. Applicable VAT and sales tax are calculated and collected at checkout where required by law, based on the Customer's location, the product, and local tax rules at the time of purchase. Where applicable, tax appears as a separate line item at checkout and on the order confirmation.

(c) Effect on Vendor payouts. Tax is applied on top of the Vendor's listed price and collected from the Buyer. It does not affect the Vendor's pricing, commission, or payout, which continue to be calculated under Sections 5.1 and 5.2.

(d) Remittance. We remit all VAT and sales tax collected at checkout to the appropriate tax authorities. No action is required from Vendors.

(e) Vendor invoicing and receipts. The Buyer's order confirmation reflects any tax we collected. Vendors may include standard fulfillment documents, such as a packing slip, but must not issue invoices or documents representing the Vendor as having collected tax from the Buyer for that transaction.

(f) Vendor's own tax obligations. Vendors are solely responsible for income taxes, business taxes, or other levies on disbursements they receive from us, and for any separate reporting or filing obligations in their jurisdiction. Vendors are encouraged to consult a qualified tax advisor. We may request tax documentation (such as a W-9 or W-8BEN) before issuing disbursements.

(g) Jurisdictional scope. Tax is collected only where VAT or sales tax is legally required based on the Customer's location.

(h) Tax disputes. If a Vendor believes the tax applied to an order is incorrect, they should email [email protected] with the order number and customer destination. We will review the calculation and respond.

5.4 Account Deficit

If a Vendor's earnings dashboard shows a deficit (refunds or chargebacks exceeding unreconciled revenue), the Vendor acknowledges it as a debt owed to us and agrees to settle it within seven (7) days.

5.5 Non-Refundable Commissions, Processing, and Transaction Fees

If a refund is issued for any reason (including cancellations, returns, or statutory withdrawal periods), the processing fees and commission charged on the original transaction are non-refundable and will be deducted from the Vendor's balance. Processing fees are charged by third-party payment providers at the time of the original transaction and are not recoverable by 54Commerce LLC on refund, so they are passed through to the Vendor.

The amount credited back to the Vendor's balance after a refund will be the original purchase price less the processing and commission fees on the initial transaction. Buyers receive a full refund of the amount paid at checkout.

6. Refunds, Chargebacks, and Dispute Management

6.1 Consumer Refund Policy

As the seller, we set the return and refund policy for Buyers in Section 7 of the public Terms of Service. It covers items that arrive damaged, defective, or not as described (within 15 days of delivery), lost orders, and statutory cancellation rights in the EU and UK (14 days). Section 6.2 sets out which of these refunds are charged back to the Vendor.

6.2 Vendor Reimbursement

If we refund a Buyer because a product was damaged, defective, not as described, not shipped, or lost because of the Vendor's packing or shipping error, or because the Buyer exercised a legal right of cancellation, the purchase between us and the Vendor is cancelled. The Vendor must reimburse the purchase price by deduction from its dashboard balance or by direct payment. Refunds for packages lost by the carrier through no fault of the Vendor are our cost.

6.3 Disputes and Chargebacks

(a) Definition and allocation. A dispute (or "chargeback") occurs when a Buyer asks their bank or card issuer to reverse a payment. As MoR, we are liable to the card network for every dispute. We recover the disputed amount from the Vendor only for Vendor-attributable disputes: the product was not shipped, arrived damaged or defective, or was materially not as described. Disputes for unauthorized or fraudulent card use are our responsibility and are not charged to the Vendor, provided the Vendor shipped to the address we supplied.

(b) Notification and dashboard. When a dispute opens, we will notify the Vendor by email and show it in the Vendor's dashboard with its status and response deadline. Vendors will be kept informed at every step.

(c) Contesting a dispute. Vendors may contest a dispute by submitting supporting evidence through their dashboard before the deadline. Our team will review and, where appropriate, supplement the submission before forwarding it to the payment provider. Missing the deadline may result in an automatic ruling for the Customer. We will advocate on the Vendor's behalf but do not guarantee any outcome.

(d) Dispute fees. Our payment processor, Square, does not currently charge a per-dispute fee, so no dispute fee is passed to Vendors. If Square or a future processor introduces dispute or contestation fees, or a card network imposes penalties, those charges for Vendor-attributable disputes will be passed through to the Vendor at cost. Africa Creates keeps no portion of them.

(e) Vendor liability. For a lost Vendor-attributable dispute, the purchase between us and the Vendor is cancelled under Section 6.2, and the disputed amount and applicable fees are deducted from the Vendor's balance. Vendors are responsible for keeping the documentation in (f), since without it we may be unable to contest the dispute.

(f) Documentation requirements. Vendors must retain and, on request, submit supporting documentation, including order confirmations, tracking numbers, proof of delivery, pre-dispatch product photos, and records of communications with the Customer. Guidance is available in our Help Center.

(g) Return policy display. To reduce disputes, Africa Creates' return policy (Section 6.1) is displayed at checkout and on every payment receipt. If a dispute opens, a copy of the receipt is included in the evidence package.

(h) Account deficit. If dispute deductions leave a Vendor's balance negative, the deficit is a debt owed to us, which the Vendor agrees to settle within seven (7) days under Section 5.4.

7. Acceptable Use and Prohibited Products

7.1 Prohibited Products

Vendors may not use Africa Creates to sell:

  • Illegal drugs, drug paraphernalia, or substances designed to mimic illegal drugs.
  • Weapons, firearms, ammunition, or explosives.
  • Pornography, adult content, or sexually oriented materials.
  • Stolen goods, counterfeit goods, or products that infringe intellectual property rights.
  • Tobacco, e-cigarettes, and vaping products.
  • Alcohol.
  • Gambling, lotteries, and sweepstakes.
  • Multi-level marketing, pyramid, or get-rich-quick schemes.
  • Cryptocurrency or loans.
  • Social media "followers," "likes," or "views."
  • Products that promote hate, violence, or discrimination.
  • Hazardous materials.
  • Any other illegal item or service.

7.2 Conduct

You must not interfere with or disrupt the Services, transmit viruses or malware, or attempt to reverse engineer the Platform.

8. Intellectual Property

8.1 Vendor's IP. Vendors retain ownership of their content and products. By uploading content to Africa Creates, Vendors grant us a worldwide, royalty-free, non-exclusive license to use, reproduce, and display that content solely to operate the Services, promote their products, and fulfill orders.

8.2 Our IP. The interfaces, graphics, design, compilation, information, code, and platform of the Services are the property of 54Commerce LLC. You may not copy, modify, or distribute any part of the Services without our express written permission.

9. Privacy and Data Protection

9.1 Privacy Policy

Your use of the Services is subject to the Africa Creates Privacy Policy (africa-creates.com/privacy). By using the Platform, you acknowledge that we collect and process personal data from Vendors and Buyers to facilitate the reseller relationship.

9.2 Data Roles and Processing

  • Vendor data: We act as data controller for personal data Vendors provide to us (account details, financial records) to run the Platform and pay Vendors.
  • Buyer data: As MoR and seller, we are the data controller for Buyer transaction data. We share only the data needed to dropship each order (name, shipping address, phone number) with the Vendor, who processes it on our behalf and under our instructions.

9.3 Vendor Obligations

As the fulfillment partner, you agree to:

  • Limited use: Use Buyer data only for order fulfillment and customer support for the specific transaction.
  • No marketing: Not add Buyers to marketing lists or contact them for purposes outside the Platform without their explicit, separate consent.
  • Security: Maintain appropriate technical and organizational measures to protect Buyer data shared with you.

10. Disclaimer of Warranties

The Services are provided "as is" and "as available." 54Commerce LLC disclaims all warranties of any kind, express or implied, including implied warranties of merchantability, fitness for a particular purpose, and non-infringement.

We do not guarantee that the Services will be error-free, secure, or uninterrupted. Vendors use the Services at their own risk.

11. Limitation of Liability

To the maximum extent permitted by law, Africa Creates shall not be liable for any indirect, incidental, special, consequential, or punitive damages, or any loss of profits, revenues, data, use, goodwill, or other intangible losses, resulting from:

  1. your access to, use of, or inability to access or use the Services;
  2. any conduct or content of any third party on the Services; or
  3. unauthorized access, use, or alteration of your transmissions or content.

In no event shall our aggregate liability for all claims relating to the Services exceed the greater of $100 USD or the fees you paid to us in the last twelve (12) months.

12. Indemnification

You agree to indemnify and hold harmless 54Commerce LLC, its Affiliates, officers, directors, employees, and agents from any claims, liabilities, damages, losses, and expenses, including legal fees, arising out of or connected with:

  1. your access to or use of the Services;
  2. your violation of these Terms;
  3. your violation of any third-party right, including intellectual property rights; or
  4. the nature or content of the products you sell (e.g., product liability claims, failure to deliver).

13. Termination

13.1 By you. You may terminate your account at any time by discontinuing use of the Services.

13.2 By us. We may suspend or terminate your access to the Services immediately, without prior notice or liability, for any reason, including if you breach these Terms. Upon termination, your right to use the Services ends immediately.

13.3 Survival. All provisions that by their nature should survive termination shall survive, including ownership provisions, warranty disclaimers, indemnity, and limitations of liability.

14. General Provisions

14.1 Governing law. These Terms are governed by the laws of the State of Delaware, without regard to its conflict-of-law principles. Any dispute arising from these Terms shall be resolved in the state or federal courts located in Delaware.

14.2 Changes. We may modify these Terms from time to time. If we make material changes, we will notify you through the vendor dashboard or by email. By continuing to use the Services after the changes take effect, you agree to the revised Terms.

14.3 Severability. If any provision is held invalid or unenforceable, it will be enforced to the maximum extent permissible, and the remaining provisions remain in full force and effect.

14.4 Suspension and interruption of access. We may at any time, at our sole discretion, suspend or interrupt access to or operation of the Platform, in whole or in part, including for maintenance, operational needs, internal decisions, or emergencies. We may also remove or modify any content for technical, commercial, or practical reasons.

15. Confidentiality and Relationship

15.1 Confidentiality. This Agreement, our fees and pricing, sales data, and any non-public information about our business are confidential. You may not disclose them except to your professional advisors under a duty of confidentiality, or as required by law.

15.2 Independent parties. You and 54Commerce LLC are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship, and you may not bind us or present yourself to Buyers as acting for us beyond shipping orders on our behalf.

15.3 Entire agreement. This Agreement, with our Privacy Policy and any policies referenced here, is the entire agreement between you and us about its subject matter.

16. Contacts

For questions, complaints, or requests about these Terms, contact us:

  • Company: 54Commerce LLC, 2810 N Church St, PMB 314557, Wilmington, DE 19802-4447, USA
  • Email: [email protected]