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.
- Partner Stores / Sales Channels are the various marketplaces and online stores that Celium works with to sell vendor products — including Cosmic Bazaar, and potentially others. These channels connect buyers and sellers. They are not the sellers of products themselves.
- Vendors are the businesses and individuals who list and sell products through our platform. They are responsible for their own products.
- Customers are the people buying products through any Celium-connected sales channel or partner store.
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.
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.
- 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.
- Any additional website development is charged at R500/hour, with a quote provided upfront.
- If something breaks with the integration, we'll fix it as quickly as possible — usually within a few hours. We won't be liable for business losses during downtime, but we'll do our best to make things right.
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 arrive properly packaged and labelled, with a delivery note/manifest.
- Your stock remains your property at all times.
Receiving & Handling
- All deliveries must come with a physical delivery note, plus a digital copy sent to us via email (or a photo of it). Stock without this will either be rejected or incur a 5% admin fee.
- Products must be set up in our system before they can be received at the depot.
- If you want to withdraw stock, arrange it in advance. The easiest way is to place a R0 order through your store for collection or delivery.
- Stock withdrawals are free up to twice per calendar month. After that, the standard fulfillment rate applies at a 50% discount.
- 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.
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 has been handed to the courier, Celium's responsibility ends. Any issues after that point (damage, delays, loss) need to be taken up with the courier directly.
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.
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 try to discuss any fee changes with you 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.
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.
- 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.
- 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 (not your costs or private details).
- Your customers' personal info (name, address, contact details) is stored securely in our system solely to facilitate fulfillment. We don't share it.
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.
- 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 should have a unique prefix (eg. CB#1234) — it makes tracking a lot easier.
- 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.
- 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.
- We're not responsible for losses caused by couriers once your parcel has left our depot — unless it's clear the issue was caused by us (eg. we packed it incorrectly).
- We have general depot insurance, but you should make sure your own stock is insured too.
- 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.
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.
- 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
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.
We may update these terms from time to time. When we do, we'll let you know.
12. Admin Fees for Non-Compliance
To keep things running smoothly, we may charge admin fees where vendors repeatedly don't follow our operational requirements. We won't jump straight to fees — we follow a three-step approach:
- First time: A friendly reminder.
- Second time: A formal written warning via Slack or email.
- Third time and beyond: A fee applies.
The main fee triggers are:
- Missing or incorrect delivery note — R50 per instance.
- Removing stock without placing an order first (24-hour advance notice required) — R100 per instance. This is our golden rule for inventory management. Exceptions can be made at our discretion.
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.