Terms of Service

Updated: 16 June 2025

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 may mean the partnership we have with our sister company 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)" refers to anyone using Celium's services for their business, products or for our services offered.
    5. "Partner(s)" generally refers to those working with Celium for their stores fulfillment.
    6. “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”).
    7. "Cosmic Bazaar" refers to the company Cosmic Co Pty Ltd, a company Celium works closely with to offer it's services.
    8. “Services” means: any services offered by Celium on it's platform.
    9. “Terms and Conditions” or "Agreement" means these Terms of Service.
    10. “you” or “your” means you, as the partner, vendor, or customer of Celium.

2. Introduction & Onboarding

  1. Before any Services commence, the Vendor is obliged to undergo certain onboarding procedures. These includes:
    1. Confirmation of business particulars (Business name, contact details, bank account details, etc)
    2. Products on which the vendor would like to sell or fulfill through Celium.
    3. Understanding of which our Celium's Services are required. If the Vendor requires Fulfillment, details on their eCommerce website and existing order flow are needed.
    4. Understand and agreement to these Terms of Service, as well as the Fee & Payment structure.

3. Services Offered

1. All Services
  1. For so long as the vendor agrees, Celium shall perform certain services for the vendor, including, without limitation, receipt, put away, storage, picking, shipment, related communications and onboarding, administrative functions and other services (collectively, Celium's “Services”). The services offered by Celium shall be performed in a good and professional manner.
  2. Depending on whether the Vendor has their own eCommerce store or not, these Services may be limited to only selling through approved Celium Partner Stores (Eg. Online shops that are connected to Celium's eco-system such as Cosmic Bazaar)
  3. Celium shall provide all personnel (labour), materials, packaging supplies, equipment, insurance, office supplies, amenities, software, proprietary systems and infrastructure, and other related expenses to the operations of Celium and requirements needed to perform efficient services.
  4. 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).
  5. Rates and charges for the services provided will be calculated in accordance with our fulfilment fees, which will be described in more detail below.
  6. For any services not specified in these terms, Celium will invoice the Vendor according to the mutually agreed amount, usually set out in a quote prior to these services being carried out. Such services and fees may relate to additional production or manufacturing services for the Vendors products, or additional fees relating to specific fulfilment requirements (eg. Takealot). Charges shall be paid by Vendor within seven (7) days after receipt of Celium’s invoice for such services. Unless agreement is made for the amount to be upfront or on a longer terms period.
  7. In order to communicate effectively and efficiently with the Vendor (and to provide our Services in such such manner too), Vendors may be added and required to join a WhatsApp group or a designated Slack channel. This creates an organised way for Vendors to communicate directly with Celium and it's internal team.
2. Fulfillment Services for eCommerce Stores
  1. Celium Vendors may opt to use our Fulfillment Services which involve directly fulfilling orders from their own sales channel / online store.
  2. This service only covers orders that are 'sent to us' in specific ways. Celium has the following requirements for orders that it will fulfill:
    1. Vendors eCommerce stores must be onboarded and integrated by our technical team before the online store fulfillment can take place. We currently support store made with Shopify, WooCommerce or Wix. Orders will be synced by advanced API methods, and require development access to the store (more on this below).
    2. We can offer Vendors an "Order Form" in which they are able to place orders on behalf of their customers or if they wish to continue using other forms of obtaining orders from their customers (such as via phone, WhatsApp or email)
    3. Orders that are for to be fulfilled by us may not be placed with us via phone, email, WhatsApp or any other method not included above. We require Vendors to input the order themselves, to reduce our own admin overhead and to ensure Vendors input the orders themselves, as we are not responsible for incorrect fulfillments if received incorrectly from the Vendor.
  3. Due to the complications and admin involved, we generally do not allow the Vendor to have other fulfillment partners for their online store. The Vendor should limit interference and changes to any orders placed by customers on their online store, and Celium does not accept responsibility for incorrect orders being fulfilled if there has been any updates or alternations to the end customers original order. This is to streamline fulfilment processes and make things as simple as possible.
  4. If there are any issues, updates, changes or cancellations to be made by the Vendor, after an order has already been placed on the Vendors eCommerce store by the end-customers, the Vendor will need to notify us immediately via Slack, WhatsApp or email to ensure the order is dealt with accordingly. Celium does not accept responsibly if the order has already been sent out, processed or does not reply in time before it has been fulfilled
    1. Due to the nature of fulfillments and the speed in which we carry out our services, we will do our best in the onboarding process to make sure there is as little margin for error as possible (eg. stock will be synced to the Vendors store to ensure customers do not order out of stock items)
  5. Unless special permission is given, Celium does not support fulfillment of orders that come from an eCommerce setup where orders are not automatically paid via a card payment processor. We generally do not allow integrations of online stores that accept manually processing EFT payments or other forms of payment that are not automated.

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4. Storage, logistics & handling of stock

1. Overall logistics
  1. All stock belonging to the Vendor will, unless otherwise specified, will be stored at our fulfilment location (“Depot”), located at 15 Noordhoek Main Road in Cape Town, South Africa.
  2. Cellium shall be responsible for all operating expenses and fees in connection with the operation of the depot, including, without limitation, rent, utilities, insurance, provision of security services, property levies and any other expenses unless otherwise agreed to by the Parties.
  3. The Vendor shall have full access (by arrangement) to the depot during normal business hours and shall have the right to examine, inspect, inventory and count all or any of its goods. If Vendor desires access outside of normal business hours, the Vendor will coordinate access with Celium prior to their visit.
  4. Celium shall maintain the depot in a good, serviceable, and orderly condition and shall be responsible for all costs incurred in ensuring compliance with the foregoing
  5. All stock tendered for storage by the shall be delivered at the Warehouse in a segregated manner, properly marked and packaged for handling. Vendor shall furnish or cause to be furnished to Fulfillment Service, at or prior to such delivery, a manifest showing goods to be kept and accounted for separately.
  6. Celium shall not move any goods to another location without the prior written consent of Vendor.
  7. Celium does not accept any liability, loss, or responsibility of goods before they arrive at our premises (with a confirmed proof-of-delivery) or after they leaves our premises. After handing parcels over to the courier, our service is complete and any more follow up or updates of the parcel shall be directly to the courier itself.
  8. Any loss, damage, theft, liability or other happenings after the Vendors parcel has been handed over to the courier is
2. Handling of stock
  1. All stock tendered for storage for by the Vendor shall be delivered to our depot in a professinoal, orderly and neat manner, properly marked and packaged for handling. Vendor shall supply, at or prior to such delivery, a manifest/delivery note showing stock to be kept.
  2. All products to be delivered to Celium must, prior to being delivered, have been onboarded onto our system.
  3. Any goods, stock or products delivered to Celium, will remain property of the Vendor. Any removals or withdrawals of stock, must be arranged in advance through a confirmed appointment with Celium. The most preferred way to withdraw stock is by the Vendor placing an order for themselves via their eCommerce store (it can even be a R0 value order) for collection or delivery.
  4. 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.
  5. Celium does not handle returns directly, unless their was a mistake on Celium's part and will then rectifiy the mistake accordingly.
  6. Stock that need needs to be returned to us for any other 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, will need to handled by the Vendor themselves. Upon return of the stock into our depot, it must be done so via courier or from a representitive of the Vendor's business, presented in a bag with appropriate information on it (order number, contents of package, etc), and a message/email needs to be sent to our stock team.
3. Collection and Delivery
  1. If integrated in the onboarding process (or by arrangement), Vendors may allow their end customers to collect their orders from Celium's designated collection point at their depot. This collection point is currently at the "Earth Hub / Cosmic Bazaar shop". Celium will facilitate the collection based on correct procedure being followed:
    1. The customer will need to have selected the collection option at checkout on the Vendors eCommerce store.
    2. Vendors will need to make sure that the customers is aware of our opening and closing hours, and we will not be responsibly for facilitating collection outside of these hours.
  2. For orders in which collection is not chosen (and therefore by default), Celium will out orders for delivery by a preferred Courier. Unless otherwise stated in the onboarding process (or by arrangment prior) Celium will (at their own discretion) use the best courier and the best price for the delivery route.
  3. If the Vendor wants to deliver an order themselves, the order will need to explicitly be marked as such (usually by placing the order themselves 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. Depending on the Vendors choice, orders for delivery will be booked by the Vendors own BobGo account if they have one. The following requirements are needed if a Vendor is using their own BobGo intergration.
    1. The Vendor will to have signed up and integrated their store with BobGo prior to Celium using it.
    2. The BobGo account needs to have one staff member account dedicated to Celium’s use.
    3. The account needs to have the “Zebra Label Printer” feature enabled, and therefore a higher plan may be needed to have this.
    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.
    5. The vendor is to ensure that their BobGo account is active, and:
      1. has a positive balance it if it’s a prepaid account, or;
      2. has a debit/credit card attached to the account and is working with available funds
    6. If we need to fulfil an order and the Vendor's BobGo account isn’t working due to one of the above reasons listed above, we may do either or both: (a) send out the order via our own means (and charge the Vendor based on this); (b) inform the Vendor and request that the issue is immediately resolved. A non-working BobGo account may inhibit our fulfillment process, and therefore we will usually fulfill the order ourselves if it disrupts our workflow.

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5. Product Listings & Dropshipping

1. Listing and selling products on Celium
  1. Unless specifically requested by the vendor, Vendors allow Celium to list your products on our product listings eco-system, thereby allowing other Celium Partners (and their associated eCommerce store) to sell the Vendors product  This includes selling Vendors products through Cosmic Bazaar.
  2. Vendors sales on Partner stores will be recorded and reports sent to the Vendor on a monthly basis, detailing the sales and performance of each product. This report will be accompanied with a bill a payout will be initiated to the vendor as soon as possible. All sales can also be tracked in real time via the Vendors own Celium dashboard.
2. Dropshipping products from the Celium Eco-System
  1. Any stock that the Vendor wishes to list and sell from other Vendors within the Celium eco-system (including products from Cosmic Bazaar) will be subject to permission granted and stock availability.
  2. Products sold on behalf of Vendors, will be charged to the Vendor at designated 'wholesale' price. The sold products will be billed to the Vendor on a monthly basis and payment will be due upon receipt of the invoice.
3. Collaboration with our 'Earth Hub' Shop
  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 our shop at the same premises at our depot.
  2. Sales in the shop will be tracked and sold products paid our as per usual on a monthly basis.
  3. Products and stock that are in our shop will, for logistical efficiency, not be available to purchase online or via the Vendors eCommerce channel.

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6. Fees & payment

1. Fulfillment Fees
  1. We will charge the vendor/partner a fulfilment fee of up to 5% of the order items value (which does not include shipping cost). The order items value are based on what the end customer is getting charged.
  2. Our fee structure features a smooth sliding scale that gradually reduces rates as your order value increases:
    • Small Orders (under R2,000):
    • If the total value of items in an order is less than R2,000, you charge a flat 5% fulfillment fee.
    • Medium Orders (R2,000 to R5,000):
    • If the order total is R2,000 or more, but less than R5,000, your fee starts at 4% and gradually drops.
    • It slides down from 4% (at R2,000) to 3% (as it approaches R5,000). The closer to R5,000, the lower the percentage.
    • Large Orders (R5,000 to R10,000):
    • If the order total is R5,000 or more, but less than R10,000, your fee continues to drop.
    • It slides down from 3% (at R5,000) to 2% (as it approaches R10,000).
    • Very Large Orders (R10,000 to R20,000):
    • If the order total is R10,000 or more, but up to R20,000, the fee keeps getting lower.
    • It slides down from 2% (at R10,000) to 1% (as it approaches R20,000).
    • Extra Large Orders (over R20,000):
    • If the order total is more than R20,000, you charge a flat, very low 1% fulfillment fee.
    This graduated structure ensures that as your order value increases, you benefit from progressively lower percentage rates, creating a smoother transition between pricing tiers. In essence, we give our Vendors a better deal (lower fulfillment fee percentage) as their order value increases.
  3. We charge a minimum of R25 per order. If the fulfillment fee is calculated to be lower than R25, we will charge R25.
  4. If we believe there is reason to manually change or set the fulfillment fee for a specific order, we may do so (and communicate it to the partner). This could be a due to a number of factors that may increase the expenditure/cost on fulfilling the order.
  5. If the partner has arranged custom fulfillment fees with us, we will charge this fee as an 'exception' and will not follow the above structure.
  6. 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. Shipping Fees
  1. Celium does not charge a premium or add any additional fees to the courier rate. Either the partner will pay for their shipments directly with BobGo, or we will charge them based on what the courier charged us.
3. Monthly invoicing and bills
  1. An invoice to the partner for the past months fulfillment (and shipping fees) will be sent in the first few days of the new month (depending on factors such as working days, holidays, etc)
  2. Bills for products sold by the vendor will also be sent in this time frame.
  3. Payments from the Celium Fulfillment Partners must be made on time to ensure a steady cash flow and effective payout to our other Vendors. Invoices will be due immediatly upon receipt.
  4. Unless communicated from the Vendor and acknowledged by Celium, late payments made will incur a 5% additional fee if not paid within 7 days, and if still no payment is made after 2 weeks may result in freezing all fulfilment for the Vendor. Repeated instances of this may result in termination of our services.
4. VAT
  1. Celium is currently NOT vat registered, however when it does become liable to register for VAT, it will do so, and will most likely add 15% onto our existing pricing.

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7. Record Keeping, Access, Permissions & Settings

1. Records
  1. Celium shall maintain an accurate count of all shipments of goods into and out of our depot. Celium shall supply reports to Vendor via an online dashboard in which the Vendor can track their sales, fulfillment and other infoformation.
  2. Celium shall maintain complete records pertaining to each inbound shipment will report any discrepancies relating to stock replenishments if the shipment differs from that of the delivery note/physical stock received. This will be done via our internal 'Purchase Orders' systems.
  3. Celium shall maintain complete and accurate systems and records of all inbound and outbound stock, to produce a continuous balance that shows the number of units of each Vendor's product in our depot and shop.
  4. Upon request, Vendor shall have the right to examine all the books and records maintained by Celium for their appropriate services and in connection with these terms.
  5. Celium will co-operate with the Vendor in good faith to assist the Vendor in integrating the Vendor's electronic systems with the Celium's electronic systems to make the process of record-keeping, order syncing, and the management of stock as efficient as is practically possible.
2. 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. By utilizing our Fulfillment Services, your end-customers information (such as name, shipping address and contact info) will be securely and privately stored in our database.
3. Account Access
  1. In order to fulfill, 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.
4. Store Settings
  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.
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8. Loss, Liability, and Claims

  1. The Vendor shall not be held responsible for any indirect or consequential loss—such as loss of profit, revenue, or goodwill—arising from delays, errors, or issues in service, unless such loss results directly from a material breach of this Agreement by the Vendor.
  2. Celium agrees to handle, store, and ship goods with reasonable care and in line with agreed procedures. However, Celium will not be liable for any loss or damage to goods unless it is clearly shown to have resulted from negligence or a failure to follow those procedures.
  3. Celium is not responsible for courier-related losses, breakages, or delays once goods have left the depot, unless it can be clearly demonstrated that the issue resulted from improper packing or mishandling by Celium.
  4. Whilst Celium does have general insurance for our depot and stock held within it, the Vendor is still responsible for making sure all their stock is insured that is held at Celium’s premises.
  5. In the event of any loss or damage, Celium will notify the Vendor promptly and provide reasonable assistance in resolving the issue. The Vendor must also notify Celium in writing of any claims, discrepancies, or damages within 7 business days of discovery.
  6. All claims must be submitted in writing and include reasonable supporting documentation. Neither party shall admit liability or agree to any settlement without the other’s written consent. The party providing indemnity will have full control over managing the claim.
  7. Celium will aim to fulfill orders in line with standard timelines (eg. pick and pack within 24 working hours of order receipt). If a delay caused solely by Celium extends beyond 2 business days, the Vendor may request a service credit or reasonable fee adjustment as agreed in writing.
  8. Force Majeure: Neither party shall be liable for any delay or failure in performance due to events beyond its reasonable control, including but not limited to natural disasters, acts of war, labor disruptions, utility failures, or internet outages. The affected party must notify the other party as soon as reasonably practicable.
  9. Confidentiality: Each party agrees to keep confidential all non-public information received from the other, including but not limited to order data, inventory levels, customer details, and business processes. Such information will only be used as necessary to perform obligations under this Agreement.

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9. Entire Agreement

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

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10. Laws & Miscellaneous Provisions

  1. This Agreement is governed by common South African law. Any disputes will first be attempted to be resolved amicably through direct negotiation between company representatives. If unsuccessful, the next appropriate legal steps will be followed.
  2. Celium shall comply with all applicable laws, ordinances, rules and regulations that are applicable to providing it's services and its business operations or which otherwise govern the performance of the Services provided to the Vendor under this Agreement.
  3. Celium is performing the Services as an independent contractor of the Vendor. Nothing contained in this Agreement shall place the Vendor in a position of authority within Celium or it's associated services or topics mentioned in this Agreement. Celium shall not have any authority to act on behalf of the Vendor for any reason All Celium’s personnel shall be considered employees of Celium or Cosmic Bazaar and are under management by the appropriate companies directors.
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11. Term & Termination

  1. This Agreement begins on the date in which the initial onboard form is signed by the Vendor, or on the date the Vendor first uses Celium’s services—whichever comes first.
  2. This Agreement will remain in effect until terminated in accordance with the provisions set out below.
  3. Either party may terminate this Agreement for any reason by giving the other party no less than 30 days’ written notice.
  4. Celium reserves the right to suspend or terminate this Agreement immediately, without prior notice, if:
    • The Vendor fails to make payment within the agreed terms;
    • The Vendor is in breach of any material term of this Agreement;
    • The Vendor's actions, conduct, or use of the service creates operational disruption or reputational risk for Celium;
    • The Vendor becomes insolvent, bankrupt, or is subject to liquidation or similar legal proceedings
  5. The Vendor may terminate this Agreement immediately if:
    • Celium materially breaches its obligations under this Agreement and fails to remedy such breach within 14 days of receiving written notice;
    • Celium ceases operations or is unable to deliver services due to insolvency or force majeure.
  6. Upon termination:
    • All outstanding invoices become immediately due and payable;
    • The Vendor must collect all inventory stored at Celium within 30 days unless otherwise agreed in writing;
    • If inventory is not collected within the stated timeframe, Celium may, at its discretion, (a) charge storage fees, (b) return the goods at the Vendor’s expense

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