Terms of Service

Updated: 24 November 2024

1. Definitions

  1. In these terms and conditions:
    1. Headings to clauses are for reference purposes only and shall not be used in the interpretation of these terms and conditions.
    2. An expression which denotes any gender includes the other gender, a natural person includes an artificial person and vice versa and the singular includes the plural and vice versa.
  2. The following expressions shall bear the meanings assigned to them below and cognate expressions shall bear corresponding meanings:
    1. “Celium” / “we” / "our" means the operations and services that are offered by Celium (Pty) Ltd, whether fulfillment, distribution, vendor product sales, etc. It also meansfulfillment and logistics (or other) division of Cosmic Co (Pty) Ltd, trading as Cosmic Bazaar.
    2. “Losses” means any losses, damages, claims, expenses, penalties, fines, or liabilities of any nature whatsoever and howsoever arising.
    3. “Online Store” or "Store/s" means the Shopify, WooCommerce, Wix, or any other online store with whom Celium may integrate with our systems.
    4. "Vendor(s)" generally refers to those selling products through Celium.
    5. "Partner(s)" generally refers to those working with Celium for their stores fulfillment.
    6. "Merchant" means you, as a partner or vendor of Celium.
    7. “Personal Information” means information applicable to a specific natural or juristic person capable of identifying said natural or juristic person including, without limitation, identity numbers, physical addresses, contact details, banking information and any confidential information pertaining to a specific natural or juristic person as more fully described in the Protection of Personal Information Act, 4 of 2013 (“POPIA”).
    8. “Services” means: any services offered by Celium on it's platform.
    9. “Site” or “Website” means the internet website by which Celium offers it's Services.
    10. “Terms and Conditions” means these terms and conditions.
    11. “you” or “your” means you, as the partner, vendor, or customer of Celium.

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2. Fulfillment of Orders

  1. Only orders that are done in the following methods will be fulfilled:
    1. Orders received by the partner on their associated and integrated store will be fulfilled by us. ‍
    2. Orders input directly by the partner or vendor, or otherwise approved users. These orders must be input through a designated form or system developed by Celium for you.‍
    3. Orders placed via WhatsApp, email or any other method not included above, will NOT be fulfilled by us.
  2. Orders will be fulfilled from the Cosmic Bazaar depot at Earth Hub in Noordhoek, Cape Town.
  3. Orders will be fulfilled within 1 working day provided there are no stock issues or issues that result in the order being put on hold. In normal circumstances, orders are sent out either the same day they’re placed, or the next morning after they’re placed (within business days).
  4. Fulfilment and the associated fee covers us packing the parcel, the labour to do so, the packaging/brown bags/box for the order to go into, warehousing fees, insurance, amenities, software, proprietary systems and infrastructure, and other related expenses to the operations of Cosmic Bazaar/Celium and therefore the fulfilment of the vendors order.
  5. Our fulfilment and the associated fee, excludes the courier/shipping costs, any insurance or liability after it leaves our premises, and anything else not directly mentioned in this agreement.
  6. If we are fulfilling via the vendors’ online store, it is noted and agreed upon by the vendor that we will be the sole and only fulfilment partner for their online store, and that nobody else (including the vendor themselves, or their staff) may fulfil orders from their online store. This is to streamline fulfilment processes and make things as simple as possible.)
  7. If the vendor wishes to place an order for their own products, they will need to place the order with at least 24 hours notice. The occasional (once or twice a month) urgent order with at least 3 hours notice, may be allowed, but repeated instances will not leave the vendor in good faith with us.

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3. Collection and Delivery

  1. If a customer selects collection as the delivery method during checkout, Cosmic Bazaar will facilitate the collection of the order from Cosmic Bazaar’s depot in Noordhoek.
  2. If a customer does not select collection as the delivery method during checkout, Cosmic will send the order to the customer's address via Courier Guy linked with the vendor's own BobGo account.
  3. If the vendor wants to deliver an order themselves, the order will need to explicitly be marked as such (such as placing it for collection). Failure to do so may result in the order being sent out for delivery, and we will not take responsibility for any fault in this regard.
  4. The vendor will need a BobGo account prior to starting fulfilment for them.
    1. The BobGo account needs to have one staff member account dedicated to Cosmic Bazaar/Celium’s use.
    2. The account needs to have the “Zebra Label Printer” feature enabled, and therefore a higher plan may be needed to have this.
    3. BobGo will need to be linked to the vendors online store/sales channel.
    4. Celium can assist the vendor in setting up a BobGo x Celium partnership account, in which will provide you with assistance in setting it up, ‘Advanced’ features, discounted rates, ‘Zebra Label Printer’ features, and more. This will be charged at a nominal rate of R100 per month.
    5. The vendor is to ensure that their BobGo account is active, and:
    6. has a positive balance it if it’s a prepaid account, or;
      1. has a debit/credit card attached to the account and is working with available funds
      2. If we need to fulfil an order and the BobGo account isn’t working due to one of the above reasons listed above, we will inform the vendor for the issue to be fixed with 1 business day, if it continues we will freeze all fulfilment for the vendor until the issue is resolved.
      3. The vendors BobGo account will need to have access to

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4. Stock handling and logistics

  1. We will hold stock of the vendors products in our depot in Noordhoek.
  2. Any unique, vendor specific (meaning produts created by the vendor) stock that the vendor wishes for Cosmic Bazaar/Celium to fulfil for them, will be given to Cosmic Bazaar on consignment. The stock will be input into our system as per any other stock, but the stock will be owned by the vendor and can be removed at any time with at least 2 working days notice. The stock can be uplifted through an order on the vendor's website (a zero valued order for example), or via the Celium store.
  3. Stock will need to be delivered with a physical delivery note, and a digital delivery note (or a photo of it) send via email. Stock that does not have this, will be rejected, or a 5% admin fee charged in order to follow up on such documents and figure things out.
    1. Stock that need needs to be returned to us for any reason, such as a customer changing their mind or incorrect purchase, a return of expired stock from a customer, or any other scenario when stock is fulfilled correctly by us, and then needs to be returned, must be done so via courier or in person, presented in a bag with appropriate information on it (order number, etc), and a message/email needs to be sent to our stock team.
    2. If there is a scenario where we send out an order that has a mistake, we will correct it at our own cost and time.

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5. Product Listings & Dropshipping

1. Listing your products on Celium
  1. Unless specifically requested by the vendor, you allow Celium to list your products on our merchant eco-system, thereby allowing any partner (and their associated sales channel) to sell your product from from own store.
    1. This includes selling your products through Cosmic Bazaar.
    2. We are working on a system to allow you to inform you and ask for permission if another Celium partner/sales channel wishes to sell your products on their platform. Until then, we will try to communicate this manually.
  2. Your sales via Celium sales channel will be available in realtime on your dashboard. Here you can track any sales of your products, as well as the associated sales channel, date, quantity, etc.
  3. Celiumr will send the vendor a monthly reconciliation statement detailing the sales, after which a bill will be generated and paid to the vendor within 7 days of the bill. This can be tracked in real time via the Celium Core dashboard.
2. Dropshipping products from the Celium Eco-System
  1. Any stock that the vendor wishes to fulfil from Cosmic Bazaar's own range of products, will be subject to above agreement, availability and permission. The same goes for products and stock that is owned by other vendors.
  2. This stock will be invoiced to the vendor on a monthly basis and payment will be due within 7 days of the invoice. This can be tracked in real time via the Celium Core dashboard.
  3. Any stock that the vendor wishes to fulfil from Cosmic Bazaar (from our own stock and inventory) will be charged at a wholesale/cost price, or agreed on a special rate decided by Cosmic Bazaar. This price will factor in various aspects as the cost of the product, and generally be a “moving average cost”, whereby the cost of the product is determined by the physical cost of the product, the delivery cost, and perhaps other other costs associated with it such as packaging, labels, etc. Cosmic Bazaar will be diligent and realistic in this regard and strive to give the vendor pricing that is inline with standard retail margins.
3. Collaboration with our new Co-Op

Cosmic Bazaar, in collaboration with Earth Hub and Love Nature, have created a co-op style farm stall in Noordhoek. We like to think of this as a 'physical embodiment' of what Celium is creating through this platform, and we would love your involvement!

  1. By stocking your products with Celium, you agree (unless you state otherwise) that we may have your products on display and for sale in the co-op shop. We encourage you to get involved by creating creating 'table talkers' to go next to your products on display. We'd also love you to chat with us about hosting events or talks on your products.
  2. To reward merchants for promoting the co-op, we will soon offer an affiliate system in which the merchant can earn a commission on sales that are generated from customers referred to the shop via your promotion.
  3. Sales in the co-op shop will be tracked as per usual through the Celium dashboard.

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6. Fees & payment

1. Fulfillment Fees
  1. We will charge the vendor/partner a fulfilment fee of 5% of the retail order value, or 7.5% of the cost/wholesale price of the order, whichever is higher (this is done incase there is a sale or major discounted rate on the retail price of the products, and we could potentially pack an order with a zero value - for example, if the vendor makes an order with R0 value because they’re uplifting stock, etc). The cost/wholesale price will be based on the price they sell the product to shops/Cosmic Bazaar, etc.    
  2. Example:
    ‍    Example Store sells products online, which Cosmic/Celium does fulfilment for.
    We have Product A which retails for R300, and wholesales for R200. (a 33% margin).
    Example 1: 1 x Product A in an order: R15 fulfilment fee (5% of R300)
    Example 2: 1 x Product A in an order and discounted by 20% for whatever reason: 
    Product A is now valued at R240, we would make a loss since the fulfilment fee would only be R12 now instead of R15. In this case, we’d charge 7.5% of the cost instead (R200), which would give us R15 again
  3. At any stage, Celium may increase or change the fulfilment fee(s) without prior notice, however it will give the vendor at least 1 calendar month before implementing and charging the new fulfilment fee. This gives the vendor time to negotiate/discuss with Celium, or uplift their stock if the new agreement doesn’t suit them.
2. Product Sales Fee

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3. Shipping Fees

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4. Payment
  1. Payments from the vendor to Cosmic Bazaar must be made on time to ensure a steady cash flow. Cosmic Bazaar will honour the same to the vendor and pay them promptly. Invoices will be due 7 days after they’re generated (usually at month end).
  2. Late payments made by the vendor will incur a 5% additional fee after no payment within 2 weeks, and if still no payment is made will result in freezing all fulfilment for the vendor. Repeated instances of this may result in termination of the fulfilment agreement.

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7. Access, Permissions & Settings


1. Personal & Product Information
  1. By offering your products on Celium, you give us permission to store your product(s) and brand's information in a centralised database, which other Celium merchants may have access (this won't include any private information such cost prices, etc)
2. Account Access
  1. In order to fulfil, as well as maintain and organise the fulfilment, we will require access to the vendors online store (eg. Shopify, WooCommerce, BobGo, etc) and if possible, it will need it’s own user account to do this from.
  2. We will not alter anything on the merchants store unless it is required to offer our services to them.
  3. If you're using a Shopify store, we'll require access through the 'Shopify Partner' program, in which we'll be added us a user with the necessary permissions. This will also include creating a custom app on your Shopify for which we'll use to have API access to your store.
3. Store Setjjjtings
  1. Your online store will preferably have unique naming for it's order (eg. CB#1234 or WN#1234). This will help with easy order referencing if there is any issues.
  2. Your products on your store will need to match our SKUs. If you don't have SKUs set, we will create them and fill them in using our SKU format (BRAND-PRODUCT-SIZE -> eg. CB-MUSHOIL-50ML). SKUs must stay the same and not be changed in order for our system to work correctly.
  3. Your store will preferably only accept card payments on checkout, without any manual processing. This makes our fulfilment process work smoothly without needing any extra admin or follow ups. If you do require manual processing of orders, we will most likely want to implement a 'fulfillment on demand' service, in which we fulfill orders only once you 'mark them' ready to fulfill.j

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8. Community & Communication

  1. All Celium merchants will asked if they can be added to a WhatsApp community group. This creates an organised way for Celium partners and vendors to communicate directly with Celium, as well as (voluntarily, yet highly encouraged!) engage with other businesses and people on the platform.
  2. For those seeking additional communication, we have a private Slack channel which you can be added to. This is generally encouraged if you're intricately involved with us, and require direct communication with each part of the Celium team.

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9. Entire Agreement

  1. This Agreement constitutes the entire agreement between the vendor and Cosmic Bazaar/Celium and supersedes any prior agreements, understandings, or representations including any written or verbally mentioned agreements done by Cosmic Bazaar/Celium and/or it’s staff.
  2. This agreement may be updated at anytime by Cosmic Bazaar and Celium. The updated changes will be communicated to the Vendor.

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10. Governing Law

  1. This Agreement shall be governed by and construed in accordance with the common laws of South Africa.

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11. Execution

  1. This Agreement shall be effective as of the date it is signed by both parties with the intended start date of fulfilment to be

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