Terms of Service

Updated: 6 August 2026 · Effective 15 August 2026

We've tried to keep these terms as clear and transparent as possible. We've also included how our platform works, to make it simple to understand how everything fits together. By using our services, you automatically agree to everything below.

1. Who We Are & What These Terms Cover

These are the terms of service for Celium (Pty) Ltd and our sister company Cosmic Co (Pty) Ltd, trading as Cosmic Bazaar. By using our services, you agree to these terms.

A few key things to understand upfront:

  • Celium handles the behind-the-scenes work — warehousing, packing, shipping, and logistics.
  • Vendors are the businesses or individuals who own and are the legal seller of the products listed through our platform. They are responsible for their own products.
  • Sales Channels are any storefront where a vendor's products are sold and orders flow into Celium — this includes a vendor's own online store (Shopify, Wix, WooCommerce) as well as partner marketplaces.
  • Partner Stores are a type of sales channel run by someone other than the vendor — a marketplace like Cosmic Bazaar that sells a vendor's products on their behalf. They connect buyers and sellers; they are not the legal seller of the products.
  • Customers are the people buying products through any Celium-connected sales channel or partner store.

The same business can wear more than one hat — for example a vendor selling their own products through their own store, while also letting partner stores sell those products via dropship. Whoever the channel is, the vendor always remains the legal seller of their products.

2. How Our Sales Channels Work

Celium works with various partner stores and sales channels — including Cosmic Bazaar — that act as marketplaces, not shops. This is an important distinction:

  • When a customer buys a product through any Celium-connected sales channel, they're buying from the vendor who listed it — not from the channel itself or from Celium.
  • The vendor is the legal seller of their products and is responsible for their quality, safety, accuracy, and compliance with South African law.
  • Each sales channel's role is to provide the platform, facilitate the transaction, and (where applicable) collect payment on the vendor's behalf.
  • Celium's role is to warehouse and ship the products — nothing more.

Vendors set their wholesale prices within Celium. When a product sells through a partner store or sales channel, the vendor receives their wholesale price. The channel determines its own retail pricing on top of that.

3. Getting Started (Onboarding)

Before we can start working together, vendors need to go through a quick onboarding process:

  • Confirm your business details (name, contact info, bank account, etc.)
  • Tell us what products you want to sell or fulfill through Celium.
  • Let us know which of our services you need — if you want fulfillment, we'll need details about your online store and how your orders flow.
  • Agree to these Terms of Service and our fee structure.
What Onboarding Costs
  • Standard onboarding is free as long as it takes us roughly an hour or less. This covers the basics: linking your supported online store, adding you to Slack, and importing your products from a connected store or a prepopulated CSV / product sheet.
  • If your setup needs more than about an hour of our time — for example a large or messy catalogue, products that have to be captured or cleaned up by hand, or a migration from another system — we charge for the extra time at R500/hour. We'll always flag this and agree it with you before doing the work, so there are no surprise charges.

4. Our Services

General
  • Celium offers fulfillment services (receiving stock, storage, picking, packing, and shipping), manufacturing and production services, and website/integration support.
  • We'll perform all services professionally and in good faith.
  • We'll provide all the staff, equipment, software, and infrastructure needed to run our operations.
  • Orders are typically shipped within 1 working day. In most cases, orders placed are sent out the same day or the following morning.
  • Any services not listed in these terms will be quoted for and invoiced separately. Payment is due within 7 days of invoice, unless we've agreed otherwise.
  • We may add vendors to a WhatsApp group or Slack channel to keep communication clear and efficient.
  • Important: Celium providing fulfillment does not make us the seller or owner of your products. You remain responsible for your products — Celium is just handling the logistics.
Fulfillment for Online Stores
  • If you have your own online store (Shopify, WooCommerce, or Wix), we can integrate directly and fulfill your orders automatically.
  • By default, we automatically sync and fulfil every order that comes through your connected store. If you only want certain orders synced — for example paid orders only, or excluding unpaid or manual ones — that has to be agreed with us upfront, and even then it isn't something we generally support. Either way, once an order reaches us through your integration we'll act on it, and we can't take responsibility for orders that sync and ship that you didn't intend to be fulfilled.
  • Your store needs to be set up and integrated by our team before fulfillment can begin. We use API integrations and will need development access to your store.
  • If you don't have a supported store, we can provide an Order Form for you to submit orders manually.
  • Orders must come through the agreed integration method — we can't accept orders via phone, email, or WhatsApp, as this creates too much room for error.
  • We generally ask that vendors don't use other fulfillment partners for the same store, as this complicates things significantly.
  • If you need to change, cancel, or update an order after it's been placed, contact us immediately via Slack, WhatsApp, or email. Once an order has been processed or dispatched, we can't take responsibility for changes that come in too late.
  • We don't support real-time order edits — once synced, the order is locked on our side. Any edits need to come through us directly before they're made on your store.
  • We prefer stores that use automated card payments at checkout. Manual EFT-based orders generally aren't supported unless we've specifically agreed to it.
Manufacturing & Production
  • We can package, label, mix, and produce products on your behalf — things like capsules, powders, jars, and bags.
  • Fees are typically R5–R10 per unit depending on complexity, plus a separate charge for bulk mixing if applicable. We'll always give you a quote first.
  • If a production run doesn't match what was agreed (wrong quantities, incorrect formula, etc.), we reserve the right to pause and adjust the quote before continuing.
  • Even if we manufacture a product for you, you remain responsible for making sure it meets all South African product safety, labelling, and regulatory requirements. Manufacturing by Celium does not transfer that responsibility to us.
Website & Integration Support
  • Initial store integration is free for Shopify, WooCommerce, and Wix stores. Getting you set up — locations, syncing, and making sure everything works — is included in your free onboarding hour.
  • If something breaks with the integration on our side, we'll fix it as quickly as possible — usually within a few hours — at no charge. We won't be liable for business losses during downtime, but we'll do our best to make things right.
  • Fixing things you've changed or broken on your store yourself, or any additional website development, is charged at R500/hour with a quote upfront. Please don't change settings on your store (locations, integrations, SKUs) unless you know what you're doing — undoing accidental changes takes time we have to charge for.
Self-Service & Done-For-You

Celium gives you a full self-service platform. From your dashboard you can handle most of the day-to-day admin yourself, at no extra charge, including:

  • Booking in stock and logging replenishments — telling us what's arriving at the depot.
  • Logging stock withdrawals — telling us what you're pulling out.
  • Creating and editing your own product listings, variants, and SKUs.
  • Setting and updating your wholesale prices, and capturing manual orders.

When you do these yourself, they're included in your normal fulfillment fees — there's nothing extra to pay.

If you'd rather we do it for you, we're happy to. Any admin work that you could have done yourself in the platform — booking in stock, logging withdrawals, building listings, capturing orders, updating prices, or similar data entry — is charged at our standard admin rate (see Fees below). In short: if you do it, it's free; if we do it for you, we charge for the time.

Sometimes, if we're feeling nice, we won't charge at all — but as a rule, time is money. We've built Celium for efficiency and simplicity, running lean with a small team and low overheads so we can keep your fees low. Charging for the extra work we take off your plate is part of how we manage that.

5. Stock, Storage & Logistics

Storage
  • Your stock is stored at our depot at 15 Noordhoek Main Road, Cape Town.
  • We cover all depot running costs (rent, utilities, insurance, security, etc.).
  • You can come visit and inspect your stock during business hours — just let us know in advance. Outside of hours, coordinate with us first.
  • We'll keep the depot in good working order and won't move your stock to a different location without your permission.
  • All stock must be booked in beforehand through the stock replenishment flow in your dashboard, and must arrive properly packaged and labelled, with a delivery note/manifest.
  • Temperature-sensitive products can be kept in our fridge, but space is limited — let us know in advance, and we may charge a little extra for cold storage.
  • Your stock remains your property at all times.
Receiving & Handling
  • All deliveries must be booked in beforehand (through the stock replenishment flow) and arrive with a physical delivery note, plus a digital copy uploaded to the booking or emailed to us (a clear photo is fine). Stock that arrives unbooked or without a delivery note may be rejected, or accepted at our discretion with the admin fees in section 12.
  • Products must be set up in our system before they can be received at the depot. You can create them yourself from your dashboard in a couple of minutes; if you'd like us to set them up for you, our standard admin rate applies.
  • All incoming stock and replenishments must be booked in before they arrive, so we know what to expect and can match it on delivery. Booking it in through your dashboard is quick and free. If you ask us to capture a booking on your behalf, our standard admin rate applies.
  • Your replenishment order needs to match what's actually coming — right products, right quantities. We count every delivery against what you booked, so when the two don't line up we're re-counting a delivery that's already on the floor while everyone else's stock waits behind it. Getting the numbers right before the stock leaves you costs nothing; a delivery that doesn't match its booking, or that contains items which aren't on it at all, carries the admin fees in section 12.
  • Please don't send deliveries or stock replenishments after 4pm — we can't always receive them properly that late in the day.
  • Stock should arrive labelled and in our SKU format. If it doesn't, we can sort it out for you:
    • Labelling unlabelled stock — about R5 per item (one standard label, for items up to roughly the size of a 500ml jar — about 12–15cm tall, fits in one hand). Larger or awkward items are quoted.
    • Batch / best-before stickers — R3 per sticker, printed and applied.
    • Barcode printing and application — R3 per barcode, printed and applied.
  • If you want to withdraw stock, log it in advance through your dashboard (or place a R0 order through your store for collection or delivery). Please give us at least 24 hours' notice.
    • Logging the withdrawal yourself is free. If you ask us to capture it on your behalf, our standard admin rate applies.
    • Stock withdrawals are free up to twice per calendar month. After that, the standard fulfillment rate applies at a 50% discount.
    • Withdrawals of more than 50 items in a single request are charged at standard fulfillment rates (5% of wholesale value), regardless of your monthly free allowance. This covers the additional packing overhead involved in large pull requests.
  • If a customer wants to return a product that we fulfilled correctly, that's between you and your customer. You'll need to handle the return on your end. If it comes back to our depot, it must arrive in a labelled bag with the order number and contents noted, and you'll need to send us a heads-up.
  • If the return is because of a mistake on our side, we'll sort it out.
Unidentified Stock
  • If stock arrives that we can't match to a booking or to a vendor, we'll hold it and ask around. We log every arrival with photos, so it shows up in your dashboard and you can claim it as yours.
  • We can't receive unidentified stock into inventory — it isn't yours on our system until it's claimed and booked in, so it can't be sold, picked, or counted.
  • Unclaimed stock is held for 30 days from the day we ask. After that, and after written notice, we may charge storage or arrange to return it at your cost.
Delivery & Collection
  • By default, orders are sent out via our preferred courier. We'll choose the best rate and service for the route.
  • Customers can collect from our Earth Hub / Cosmic Bazaar shop if you've enabled that option at checkout. Collection is only available during our opening hours.
  • If you want to deliver an order yourself, mark it for collection when placing it — otherwise we'll send it out for delivery and won't be responsible for the mix-up.
  • All shipping is booked and managed through Celium. You don't need your own courier account.

Once your parcel is with the courier it's physically out of our hands. Orders we ship for you are covered by our goods-in-transit insurance to a limited extent, so if something is lost or damaged in transit, let us know and we'll help sort out the claim (see Loss, Liability & Claims below). Courier delays sit with the courier. Stock you collect or withdraw yourself travels at your risk and isn't covered by our insurance.

6. Listing & Selling Products

Listing on the Celium Ecosystem
  • By default, your products are only available for your own store and fulfillment. If you'd like your products to be available for other Celium partner stores to sell on your behalf, you can enable this in your Celium dashboard under the dropshipping settings.
  • You'll get a monthly sales report showing what sold and where, along with a payout. You can also track sales in real time through your Celium dashboard.
Your Responsibility as the Seller

Because you're the vendor and the legal seller of your products, you're responsible for making sure:

  • Your products comply with all South African laws and regulations.
  • Your labels, descriptions, ingredient lists, and health claims are accurate and not misleading.
  • You hold any required permits or registrations for the products you sell.
  • Your products are safe and fit for purpose.
  • You notify us promptly if there's a product recall, safety concern, or any regulatory change that affects your listings.

If a customer or authority raises a complaint about your product, that's between you and them — Cosmic Bazaar and Celium won't be on the hook for it.

Dropshipping from the Celium Ecosystem
  • You can also sell products from other vendors within the Celium ecosystem, subject to availability and permission.
  • These products will be billed to you at wholesale price on a monthly basis, due on receipt of invoice.
Earth Hub Shop
  • By storing products with us, you agree (unless you say otherwise) that we may display and sell them in our on-site shop.
  • Shop sales are tracked and paid out monthly as usual.
  • For logistical reasons, stock that's in the shop won't be available for online purchase at the same time.
Intellectual Property
  • Celium owns its platform, software, and systems. Nothing in these terms gives you any rights over them beyond using them to run your business with us.
  • You keep ownership of your own brand and product intellectual property. By listing with us, you grant Celium and our partner stores a non-exclusive licence to use your brand name, images, and product descriptions for the purpose of listing, marketing, and fulfilling your products.
  • You confirm that you hold the rights to all the content (images, text, logos) you upload, and that it doesn't infringe anyone else's rights.
Prohibited & Restricted Products
  • Some products we simply can't store or ship. You may not sell or store through Celium: illegal goods; hazardous or dangerous items (flammable, explosive, toxic); counterfeit goods; age-restricted or permit-required products you aren't licensed for; or perishables beyond our storage capability.
  • We may refuse, quarantine, or remove anything that falls into these categories, and we'll let you know if we do.

7. Fees & Payments

Fulfillment Fees

We charge a flat 5% fulfillment fee on the value of items in each order (not including shipping).

Minimum fee is R25 per order. If we've agreed a custom fee structure with you, that takes precedence.

We'll always discuss any changes to our standard fees with you, and give you reasonable notice — at least 14 days — before they take effect.

Shipping Fees

We pass courier costs through at cost — no markup. Shipping is booked through Celium and charged to you at what the courier charged us.

Admin & Done-For-You Fees

Our platform is built so you can handle your own day-to-day admin for free. When you'd rather we do that work for you instead, we charge for our time at a flat R500 per hour, billed in 15-minute increments with a minimum of R125 per request. We'll always flag a request before it becomes billable, so there are no surprises.

Some common done-for-you tasks have a set price:

  • Adding a product to your store for you — R25 per item (covers up to 3 variants; R5 per extra variant beyond that).
  • Fixing or matching SKUs — R15 per SKU. You can do this yourself for free by matching each listing's SKU to Celium, which is the source of truth.
  • Adding a team member for you — R10 per team member. Free to do yourself under Settings → Team.
  • Fixing store issues you've changed or broken — R500/hour (setup is included in your free onboarding hour; repairs to changes you made afterwards are billable).
  • Cancelling an order after we've picked or packed it — a restocking fee of 2.5% of the order value, minimum R25.
  • Product photography — not a standard service. The odd one-off is fine; multiple photos are R10 per photo (basic camera — we're not professional photographers).
  • Special handling (gift notes, inserts, kitting, bundling, fragile items) — generally free within reason; larger or recurring requests are quoted.

These are discretionary — we'd always rather you just self-serve, and we'll keep them fair.

Right to Withhold Stock

If invoices remain unpaid, we may hold off releasing or fulfilling your stock. After reasonable written notice and continued non-payment, we may sell or dispose of stock in our possession to recover what's owed. This is a general lien over your stock while it's with us, and it doesn't replace any other rights we have.

Refunds & Chargebacks

Where a partner store or sales channel collects payment on your behalf, refunds and chargebacks on your products are your responsibility. We (or the channel) may deduct or hold these back from your payouts to cover them.

Paying by Card
  • Fees are settled by card. You'll need a valid card saved on your Celium account to keep using fulfillment. Card details are captured and stored by our payment provider, Peach Payments — we never see or hold your card number.
  • Saving a card authorises us to charge it for fees you owe us under these terms — fulfillment fees, shipping, admin and product bills. We'll only ever charge what's actually owed, and every charge appears in your payment history with the amount and what it covers.
  • You can top up your account in advance instead. Where you hold a balance, we take fees from it before charging your card.
  • You can remove your card or switch off automatic payments at any time from your Fees page. Doing so doesn't cancel fees already owed, and we may pause fulfillment until there's a working payment method on the account.
  • If a charge is declined we'll retry it and let you know. Repeated failures may pause fulfillment and any payouts due to you, until it's settled.
Monthly Invoicing
  • At the start of each month, we'll send you an invoice for the previous month's fulfillment and shipping fees, along with any product bills. This is your record for accounting — where fees have already been charged to your card, the invoice shows them as paid.
  • Invoices are due immediately on receipt.
  • Late payments (beyond 7 days) incur a 5% surcharge. If payment still hasn't come through after 2 weeks, we may freeze your fulfillment. Ongoing non-payment may result in us ending the arrangement.
Wholesale Pricing & Payouts
  • Vendors set their wholesale prices within the Celium platform. These are the prices at which your products are made available to partner stores and sales channels.
  • Sales channels set their own retail prices independently — the difference between your wholesale price and the retail price is the channel's margin.
  • Payouts to vendors are based on the wholesale price of each unit sold. Payouts happen on the schedule we've agreed with you.
VAT & Tax
  • Each vendor is responsible for their own tax obligations — including whether you need to register for VAT, charge it, and pay it to SARS.
  • We don't provide tax advice and we're not responsible for your tax compliance.
  • Celium is not currently VAT registered. If we become liable to register, we'll give you reasonable notice and update our pricing accordingly.

8. Records, Access & Store Settings

Records
  • We keep accurate records of all stock coming in and going out, and you can track this in real time on your Celium dashboard.
  • We'll flag any discrepancies when stock arrives and doesn't match the delivery note or your stock replenishment order.
  • You can request to review your records at any time.
Your Data & Your Customers' Data
  • By listing with us, you allow us to store your product and brand info in our system. Other Celium merchants may be able to see basic product info and stock availability (not your costs or private details).
  • When we handle your customers' personal information (name, address, contact details), we do so as your operator under POPIA — only to fulfil orders and run the services you've asked for.
  • We apply reasonable security measures to protect this information, and we'll let you know without undue delay if we become aware of a data breach affecting it.
  • We use trusted sub-processors to deliver our services (for example couriers and hosting providers), and we only share what's needed for fulfillment.
  • When our agreement ends, we'll return or securely delete the personal information we hold for you, unless we're legally required to keep it.
Account Security & Authorised Users
  • You're responsible for keeping your login details secure and for everything done under your account — including by any team members you add.
  • Add and remove team members yourself under Settings → Team, and only give access to people you trust.
  • Let us know immediately if you think someone has accessed your account without permission.
Acceptable Use
  • Use the platform for running your business with us — not to reverse-engineer it, resell or share access outside your business, scrape it, post fraudulent or unlawful listings, or interfere with how it works for others.
Store Access
  • To integrate and fulfill your orders, we'll need access to your store (Shopify, WooCommerce, Wix, etc.) — ideally through a dedicated staff account, or we'll ask you to add us as a collaborator. Either way, we'll need full access to set things up and keep them running.
  • We won't change anything on your store unless it's needed to deliver our services.
  • For Shopify, we'll connect through the Shopify Partner program with the permissions needed to sync orders, products, inventory, and shipping. These permissions are essential for our system to work.
Store Setup
  • Your orders require a unique prefix (eg. CB#1234) — it makes tracking a lot easier. We'll set this up with you during onboarding.
  • All products need to use our SKU format (BRAND-PRODUCT-SIZE, eg. CB-MUSHOIL-50ML). SKUs must stay consistent — don't change them once set up, as our system relies on them. No custom or ad-hoc line items.
  • Your SKUs also need a unique prefix. We'll work with you during onboarding to generate a generic prefix that carries across your whole catalogue and the entire platform.
  • Celium is the source of truth for SKUs. To add new products, create them on your Shopify/Wix store first, then recreate or import them into Celium, making sure the SKUs match. You can match SKUs yourself for free by checking each listing against Celium; if you'd like us to fix or match them for you, it's R15 per SKU.
  • Card payment at checkout is strongly preferred. If you need manual EFT orders, let's discuss — we may need to set up a "fulfill on demand" setup instead.

9. Loss, Liability & Claims

  • We'll handle your stock with care and follow agreed procedures. If something goes wrong on our end, we'll take responsibility and work to fix it.
  • If an order is lost or damaged in transit, our goods-in-transit insurance covers it to a limited extent and we'll handle the claim (see Goods in Transit below). Beyond that, we're not liable for courier-caused loss or delays once your parcel has left the depot — unless it's clear the issue was caused by us (eg. we packed it incorrectly).
  • If you notice any loss, damage, or discrepancy, let us know in writing within 7 business days of finding out.
  • If we cause a fulfillment delay that runs more than 2 business days past the normal timeline, you can request a service credit or fee adjustment in writing.
  • Neither of us is responsible for delays caused by events outside our control (natural disasters, load shedding, courier strikes, etc.). If something like this happens, we'll let each other know as soon as possible.
  • Both parties agree to keep each other's confidential business information (order data, stock levels, customer details, pricing) private and only use it for the purposes of this agreement.
Custody, Insurance & Liability Boundary
  • While your stock is in our custody at the depot, keeping it safe is our responsibility. If stock goes missing, is stolen, or is damaged while it's with us, that's on us — we'll pay you out based on the cost price you've provided, up to what our insurance covers for that claim.
  • Our care, depot insurance, and liability apply only while your stock is physically in our custody at the depot and being handled through our system.
  • Once stock leaves the depot it's no longer in our physical custody. Stock you collect, that a customer collects, or that you withdraw travels at your risk and isn't covered by our insurance. Orders we ship via courier are covered by our goods-in-transit insurance while in transit, to a limited extent — see Goods in Transit below.
  • Our insurance and liability do not extend to stock that has been tampered with, opened, or altered after it left our custody.
  • We're not responsible for any stock removed or moved without being logged first (our golden rule — see Admin Fees). Taking stock without a withdrawal or order on record voids our liability for it.
  • This responsibility depends on our stock records staying accurate, which depends on you following our processes. If you breach our protocols or these terms — especially around stock replenishments, withdrawals, manufacturing, taking stock, or giving stock away from our supply, or anything that changes the stock on our system without going through the proper process and our staff — you break this right, and we can't be held responsible for incorrect stock that results. Keeping our system accurate is essential to the fairness and transparency everyone relies on.
  • None of this changes our responsibility for genuine mistakes on our side: if loss or damage is clearly caused by us (for example, we packed an order incorrectly), we'll own it and put it right.
  • We carry solid insurance, covering things like fire, theft, and goods in transit, and as a small business we'll always do our best to make things right. That said, we can't categorically promise to cover absolutely everything in every situation — so aside from goods in transit, our cover ends at the depot door, and we strongly recommend you also insure your own stock. Our insurance isn't a substitute for your own cover.
Goods in Transit
  • We book and manage shipping through couriers, and we carry goods-in-transit insurance. Orders we send out for you are covered against loss or damage in transit, to a limited extent — exactly how much depends on what our insurer covers for any given claim.
  • If an order is lost or damaged in transit, let us know in writing as soon as you can and we'll handle the claim with the courier or insurer on your behalf.
  • Cover is limited to what the insurer pays out, valued at cost price (the cost price you provide us). It doesn't extend to indirect or consequential losses, courier delays, or amounts above the insurer's limits. For high-value stock, we'd recommend your own additional cover.
Our Liability Cap
  • For claims other than stock lost or damaged in our custody, our total liability to you is limited to the fees you paid us in the 3 months before the claim arose. Stock lost or damaged in our custody is handled as set out above — paid at its cost price (the cost price you provide us), not its retail price, and up to what our insurance covers for that claim — and isn't capped by the 3-month limit.
  • We're not liable for indirect or consequential losses, or for lost profits.
  • Nothing in these terms limits any liability that can't be limited by law — including our own gross negligence or fraud, or any rights you have under the Consumer Protection Act.
Your Indemnity
  • You indemnify Celium and our partner stores against any claims, fines, penalties, and costs that arise from your products, your content or intellectual property, your failure to comply with the law, or your breach of these terms.
Marketplace Liability
  • Celium's partner stores and sales channels are intermediaries — they connect buyers and sellers. They are not responsible for the products vendors sell, including any issues with quality, accuracy of descriptions, safety, or legal compliance.
  • If a customer has a product complaint, that sits with the vendor as the seller.
  • Each partner channel's liability is limited to its role as a platform provider. In the unlikely event of a claim against a channel relating to a vendor's product, liability is capped at the wholesale margin earned on that transaction.
Returns
  • If a customer wants to return a product because of a product issue (defect, not as described, etc.), that's handled by the vendor — not by the sales channel or Celium.
  • If there's a fulfillment error on our side (wrong item, damaged in packing), we'll fix it.
  • The cost of returning a product sits with you or your customer — except where the return is due to a mistake on our side (such as a mispack), in which case we'll cover it.
  • Partner stores can help facilitate communication between vendors and customers but aren't the seller and won't be liable for product return claims.

10. Consumer Protection

We take consumer rights seriously and are committed to complying with South African law, including the Consumer Protection Act (CPA), the Electronic Communications and Transactions Act (ECTA), and POPIA.

  • Under our marketplace model, vendors are the sellers and bear primary responsibility for CPA compliance in relation to their products and how they deal with customers.
  • Each partner store or sales channel's obligations relate to how it operates as a platform — ensuring transparency, fair transaction processes, and appropriate handling of customer data.
  • Vendors must ensure their listings, product claims, and customer interactions comply with the CPA and ECTA. Listings that don't meet legal requirements may be removed.
  • Celium and its partner stores handle all personal information in accordance with POPIA.

11. The Full Agreement & General Terms

These terms represent the full agreement between us and supersede any previous conversations, promises, or agreements — verbal or written — made by Celium, its partner stores, or our staff.

  • Changes to these terms: we may update these terms from time to time. When we do, we'll let you know, and your continued use of our services (or accepting the updated terms in-app) means you accept the update.
  • No waiver: if we choose not to enforce a term or charge a fee on a particular occasion, that doesn't mean we give up the right to enforce it later.
  • Severability: if any part of these terms turns out to be unenforceable, the rest stays in force.
  • Assignment & subcontracting: you can't transfer this agreement to someone else without our consent. We may subcontract parts of our service (for example couriers) and may transfer this agreement to an affiliate or successor.
  • Notices: notices sent by email or Slack to your registered contact count as valid notice.

12. Admin Fees for Non-Compliance

To keep things running smoothly, a few small admin fees apply where our operational process isn't followed. These are largely discretionary and won't always be enforced — they exist to encourage good habits and help everyone understand why these steps matter, not to nickel-and-dime. For honest, occasional slip-ups we'll usually start with a friendly reminder first, and exceptions can always be made at our discretion.

The main fee triggers are:

  • Stock arriving without a booking or a proper delivery note — R25 if it arrives unbooked, R50 if the delivery note is missing or incorrect. Booking your incoming stock and replenishments in before they arrive, with a matching delivery note, takes a minute in your dashboard and lets us receive them correctly against the parcel.
  • A delivery that doesn't match its booking — R50 per shipment. We count everything in against what you booked, so a mismatch means re-counting and chasing before your stock can be received. We'll always show you the photos of what actually arrived, and getting the numbers right before it leaves you costs nothing.
  • Items delivered that aren't on the booking — treated as unbooked stock at R25, plus labelling at the rates in section 5 if they arrive unlabelled. We can't receive what we can't identify, and unlabelled goods can't be told apart once they're on the shelf.
  • Short-notice or walk-in withdrawal (less than 24 hours' notice, or arriving at the depot and requesting stock on the spot) — R25 per instance. We'll always try to pack urgent requests, but we can't guarantee same-day or on-the-spot pulls.
  • Taking stock without a logged withdrawal or order (removing stock from the depot yourself) — R100 per instance. Our depot isn't security-controlled, and our entire inventory system relies on every stock movement being logged first. This is a serious breach of our process, and repeated instances will jeopardise your service with us.

Repeated breaches of any of the above are taken seriously and may put our working arrangement at risk. We review these fees periodically and will keep them fair.

13. Governing Law

  • These terms are governed by South African law.
  • If there's a dispute, we'll always try to resolve it directly first. If that doesn't work, we'll follow the appropriate legal process.
  • Celium operates as an independent contractor — not as your employee or agent. We don't have authority to act on your behalf, and our staff are employed by Celium or Cosmic Bazaar.

14. Starting & Ending the Agreement

  • This agreement starts when you sign our onboarding form or first use our services — whichever comes first.
  • Either of us can end the agreement at any time. We'll always try to discuss any issues first and work things out before it comes to that.
  • We may suspend or end the agreement immediately if you don't pay on time, breach these terms, damage our operations or reputation, or become insolvent.
  • You can end the agreement immediately if we materially fail to deliver on our obligations and don't fix it within 14 days of being told in writing, or if we cease operations.
  • When the agreement ends: all outstanding invoices become due immediately, and you have 30 days to collect your stock. If you don't, we may charge storage fees or arrange to return it at your cost.

15. Managed Customer Support (Optional Add-On Service)

Everything above describes our standard service, where you run your own customer relationships and we handle the logistics behind them. Managed Customer Support is different, and entirely optional: we look after your customer conversations, and the order admin that comes out of them, for you.

This section only applies if you've signed up for it. If you haven't, nothing here affects you.

What It Covers

When you're on Managed Customer Support, we can:

  • Monitor your agreed customer channels (email, WhatsApp, your store's messages) and answer enquiries on your behalf.
  • Support both retail and wholesale customers — quotes, availability, order status, delivery questions.
  • Capture and amend wholesale and manual orders in Celium.
  • Coordinate with our own warehouse and dispatch team on your orders.
  • Escalate anything that needs your decision.

The exact list is set out in your Service Order — it's not identical for everyone. Some things people assume are included aren't by default, invoicing and chasing payment among them; if you want those, they need to be written into your Service Order.

Signing Up
  • The service runs on a Service Order: a short document setting out your scope, price, service hours, start date and how long it runs for. You accept it in your Celium dashboard.
  • Once you accept it, the Service Order forms part of this agreement. Where it differs from these Terms, the Service Order wins — but only for this service.
  • These Terms, the Managed Customer Support Service Terms, and your Service Order should be read together.
Acting On Your Behalf

Notwithstanding section 13, when you sign a Service Order for Managed Customer Support you authorise us to communicate with your customers and administer your orders on your behalf — strictly within the limits your Service Order sets.

  • Your Service Order lists what we can decide on our own and what needs your approval. Anything not on that list, we ask you first.
  • You remain the seller and the business your customers are dealing with. We speak on your behalf; we don't become you.
  • We won't make product, health or therapeutic claims beyond wording you've approved in writing.
  • Outside a signed Service Order, section 13 applies as written — we have no authority to act for you.
Who Does the Work
  • The work is done by our employees and contractors, supported by the software and AI tools we use to do it accurately and quickly.
  • We remain responsible for the service regardless of who or what we use to deliver it.
Your Customers' Data
  • To do this work we handle your customers' personal information. We process it on your instruction and for this service only — as your operator under POPIA. You remain the responsible party.
  • We won't use your customer data for our own marketing, sell it, or share it with other vendors.
  • When the service ends, we stop processing it and return or delete it on request, except where we're legally required to keep records.
  • The full detail is in the Managed Customer Support Service Terms.
Hours & What We Don't Promise
  • We work your agreed business hours. Outside those hours we're not monitoring your channels unless your Service Order says we are.
  • We don't guarantee sales, revenue, growth or customer retention. This is an operational service, not a sales or marketing one.
  • We'll always act professionally and in good faith, but we can't be responsible for a customer's decision, or for a commercial outcome.
What We Need From You
  • Access to the systems and channels we're managing — ideally with our own logins rather than shared passwords.
  • Written policies for the decisions we'll be making on your behalf: refunds, returns, discounts, wholesale pricing, damaged or missing parcels, and complaints.
  • A named person who can approve things, and a reasonably quick answer when we escalate. If we can't reach you, some things simply have to wait.
  • Accurate product, pricing and stock information — we can only tell your customers what you've told us.
Scope Changes
  • Anything outside your Service Order — bookkeeping, production planning, sales prospecting, marketing, migrations, big data clean-ups — is quoted separately and only starts once you've accepted the quote.
  • If the workload grows well beyond what we scoped, we'll talk to you about adjusting the arrangement rather than quietly absorbing it or quietly dropping things.
Fees
  • Managed Customer Support is charged as set out in your Service Order, separately from your fulfillment fees.
  • It's invoiced in advance — the fee reserves our team's capacity for that month, so it works differently to the fulfillment invoicing in section 7.
  • Where your Service Order includes a usage-based portion, we calculate it after month end and invoice any difference then.
Pausing & Ending
  • Either of us can end Managed Customer Support on the notice set out in your Service Order, without affecting your fulfillment service.
  • If the service fee goes unpaid, we may pause Managed Customer Support on its own — we won't freeze your fulfillment over it. Unpaid fulfillment invoices are still handled under section 7.
  • Your Service Order may run for a fixed period. If it does, it ends on that date unless we both agree in writing to continue.
  • When it ends, we hand back access, stop acting on your behalf, and pass over anything outstanding so you can pick it up cleanly.