Seller Terms

These Seller Terms apply to every individual merchant or commercial enterprise that registers as a seller on TuDu Marketplace at tudu.ug. By submitting a seller onboarding application or listing merchandise, you agree to be bound by these Seller Terms, the TuDu Terms of Service, Seller Guidelines, Escrow Protection Charter, and the official Fee Schedule. TuDu Uganda Limited operates the marketplace technology platform under Company Registration Number 80034912903 and Uganda Revenue Authority TIN 1018492041, located at Plot 14 Lumumba Avenue, Nakasero, Kampala, Uganda. You remain the legal seller of record for every product you list. TuDu provides catalog indexing, payment collection, statutory escrow holding, dispute mediation, and payout settlement services.

You must be at least 18 years old and legally competent to enter into commercial contracts under Ugandan law. Commercial sellers must provide verifiable corporate registration details including legal entity name, district, active TIN, and contact credentials. Each merchant account represents a single verified legal business or natural person. Account sharing, credential transfer, or operating multiple storefronts for the same inventory without express written approval from TuDu is strictly prohibited. TuDu reserves the right to approve, review, or suspend merchant accounts at its operational discretion.

In strict compliance with Section 19 of the Electronic Transactions Act 2011, the Anti Money Laundering Act 2013 as amended, and the National Payment Systems Act 2020, TuDu enforces an absolute Zero Unverified Selling rule. No merchant may publish catalog listings, import bulk inventory, generate social PayLinks, or execute point of sale transactions without first completing verified identity clearance. Merchant Verification Tiers: Tier 1 (Registered User): Initial mobile telephone verification. This tier permits access to the Seller Dashboard solely to submit KYC credentials. Tier 1 users possess zero listing, selling, or settlement rights. Tier 2 (Verified Individual Seller): Natural persons verified against the National Identification and Registration Authority database via National Identification Number or foreign passport with biometric liveness matching. Tier 3 (Verified Enterprise Seller): Registered commercial entities that have submitted a verified Certificate of Incorporation from the Uganda Registration Services Bureau, an active Tax Identification Number verified with the Uganda Revenue Authority, and verified identity credentials for at least one registered Director or Partner. Tier 4 (Trusted Seller): An earned operational designation conferred upon verified merchants maintaining a customer satisfaction rating of 4.5 or greater, a 95 percent or higher fulfillment rate, and a verified record of dispute free escrow releases.

Verified Individual Sellers are recognized on the platform strictly as artisanal, occasional, or micro vendors. To preserve compliance with Ugandan trade licensing and tax reporting statutes, Verified Individual Sellers are subject to statutory turnover ceilings of: 1. Annual Gross Merchandise Value of no more than 10,000,000 Uganda Shillings within a single calendar year; or 2. Total order volume of no more than 25 completed orders within any single calendar quarter. When a seller reaches 80 percent of either ceiling, automated alerts notify the merchant to begin enterprise formalization. Upon reaching 100 percent of either ceiling, listing privileges and checkout processing are temporarily paused until the merchant submits valid business registration and TIN documentation to upgrade to Tier 3. Creating duplicate or synthetic accounts to circumvent turnover thresholds results in permanent platform expulsion.

Merchants bear absolute legal responsibility for title accuracy, descriptions, images, prices, stock levels, and handling times. All retail prices must be quoted in Uganda Shillings (UGX). Authentic Goods Warranty: Merchants warrant that all items offered on TuDu are genuine, brand authentic, free of counterfeit or gray market defects, and compliant with Uganda National Bureau of Standards (UNBS) requirements. Listing counterfeit, stolen, hazardous, or mislabeled goods constitutes a material breach resulting in immediate catalog erasure, payout forfeiture to fund customer restitution, and legal referral to the Uganda National Bureau of Standards and Uganda Police Force.

TuDu charges commercial commission on completed sales in accordance with the official Fee Schedule at /seller/fees. Commission rates are established by merchant subscription plan (Starter, Growth, or Pro) and product category. Starter plan merchants pay zero monthly subscription fees. Growth and Pro tiers incorporate a fixed monthly software access charge billed to your account. TuDu absorbs standard buyer side payment processing charges. Platform commission is deducted automatically at escrow release prior to payout disbursement. TuDu reserves the right to adjust commission schedules with at least 30 days advance notice.

All customer payments are deposited directly into segregated statutory escrow trust accounts authorized under Part V of the National Payment Systems Act 2020. Funds remain locked in escrow until the customer verifies the 4 digit completion PIN, an order dispute is resolved, or the automated release timer expires. The automated release timer triggers 72 hours after confirmed delivery if the buyer takes no affirmative action and opens no dispute. Approved merchant payouts are settled directly to the merchant verified Mobile Money wallet or commercial bank account via automated transfer within 24 hours. TuDu may withhold payouts during active fraud investigations, tax audits, or pending customer disputes.

TuDu coordinates a decentralized logistics network comprising independent motorcycle couriers, partner pickup stations, and regional transport offices. TuDu acts as an electronic logistics marketplace; TuDu owns zero warehouses and stores zero inventory. Custody Transfers and Bailment: 1. Seller to Courier: When a merchant hands a package to an authorized delivery courier, the courier acts as an independent bailee under the Contracts Act 2010. Custody transfers exclusively upon electronic barcode scanning of the parcel consignment code. 2. Station Deposit: Packages delivered to a partner pickup station are held in trust for onward courier handover. 3. Proof of Delivery: Delivery to the recipient requires presentation and validation of the dynamic 4 digit PIN. PIN verification terminates courier bailment and initiates the customer inspection window. Couriers who damage or abandon shipments are subject to liquidated damages equal to declared invoice value.

When an order is cancelled in flight, rejected at the doorstep, or returned due to unmapped delivery locations, the parcel enters the Return to Origin (RTO) workflow and is routed to the originating merchant shop or designated partner station. 1. Physical Tamper Seal Verification: Couriers and partner station operators inspect the exterior tamper evident seal upon return intake. 2. Seven Day Seller Collection SLA: Merchants must collect returned RTO parcels from the partner station or sign for courier return within seven calendar days of arrival notification. Parcels uncollected after seven calendar days are subject to daily storage demurrage. 3. Condition Grading: Merchants inspect returned goods and record condition grading (intact, damaged in transit, or item swapped). Verified intact returns are automatically restocked into catalog inventory. Where fraudulent return tampering is identified, TuDu Mediation Desk initiates seller indemnification from the buyer dispute reserve.

Merchants operate as independent commercial enterprises responsible for their own corporate tax registration, annual filings, and direct tax compliance under Ugandan statutory tax laws. Pursuant to Section 119A of the Uganda Income Tax Act, TuDu Marketplace acts as a statutory withholding agent on merchant disbursements. A standard Withholding Tax of 6 percent is deducted from gross seller earnings upon escrow release and remitted directly to the Uganda Revenue Authority on behalf of the merchant. Merchants holding a valid statutory withholding tax exemption certificate may submit verified documentation to receive zero rated withholding treatment. Under the Value Added Tax Act as amended, TuDu accounts for 18 percent Value Added Tax on its marketplace commission charges. Merchants can inspect monthly tax deductions and retrieve formal Withholding Tax credit certificates in the Seller Portal at /seller/tax for annual filing and tax credit reconciliation with the Uganda Revenue Authority.

TuDu provides merchants with integrated omnichannel retail tools, including the Counter Point of Sale (POS) register for offline walk in transactions and social PayLinks for remote customer ordering. Pursuant to the Trade Secrets Protection Act 2009 of Uganda, all software algorithms, dispatch routing heuristics, corridor batching logic, Buy Box allocation tensors, and automated pricing repricers are the confidential proprietary trade secrets of TuDu Uganda Limited. Merchants are strictly prohibited from reverse engineering, scraping, or disclosing platform algorithmic models.

TuDu reserves the right to warn, restrict, suspend, or permanently terminate merchant storefronts for policy breaches, excessive order defect rates (ODR above 2 percent), counterfeit goods, or regulatory non compliance. Upon termination, open customer orders must be fulfilled or refunded. TuDu may retain accrued payouts for up to 90 days to cover pending customer warranty claims, chargeback liabilities, or dispute reserves.

These Seller Terms are governed by and construed in accordance with the laws of the Republic of Uganda. Any dispute arising from these terms or platform operations that cannot be settled through TuDu mediation shall be submitted to the exclusive commercial jurisdiction of the High Court of Uganda Commercial Division in Kampala.