SEDNEY INSTITUTE

REVENUE SHARE AGREEMENT

(Talent, Digital Products & Physical Products)

This Revenue Share Agreement (“Agreement”) is entered into between Sedney Institute (“Platform”, “Sedney”, “We”, “Us”) and the approved Seller / Talent / Vendor (“Seller”, “You”) who offers products or services for sale through the Sedney Institute platform.

By applying to and participating as a Seller on Sedney Institute, you agree to the terms below.

1. PURPOSE OF THE AGREEMENT

Sedney Institute operates a marketplace that enables approved Sellers to offer talent services, digital products, and physical products to customers. Sedney Institute provides marketing, payment processing, customer access, and platform management in exchange for a revenue share.

2. SELLER ELIGIBILITY & APPROVAL

2.1 All Sellers must submit an application and be approved by Sedney Institute.
2.2 Sedney Institute reserves the right to approve, reject, suspend, or remove any Seller at its sole discretion.
2.3 Approval does not create an employment, partnership, or agency relationship.

3. LISTINGS & CONTENT OWNERSHIP

3.1 Sellers confirm they own or have full legal rights to sell all submitted products or services.
3.2 Sedney Institute reserves the right to edit, format, price, approve, or remove listings to meet platform standards.
3.3 Sellers grant Sedney Institute a non-exclusive right to market, display, and promote their products or services.

4. PRICING & REVENUE SHARE

4.1 All customer payments are collected by Sedney Institute.
4.2 Revenue share percentages are agreed upon per Seller and may include, but are not limited to:

70% Seller / 30% Sedney
60% Seller / 40% Sedney

4.3 Sedney Institute’s share covers platform operations, payment processing, marketing, customer support, and administration.
4.4 Revenue share applies to net sales only, excluding refunds, chargebacks, failed payments, or cancelled orders.

5. PAYOUTS

5.1 Seller payouts are calculated monthly, unless otherwise agreed in writing.
5.2 Payments are made via:

M-Pesa
Bank Transfer

5.3 Sedney Institute may hold payouts for:

Pending refunds
Customer disputes
Suspected fraud
Incomplete service delivery

5.4 Sedney Institute is not responsible for delays caused by incorrect payout details provided by the Seller.

6. DELIVERY & PERFORMANCE RESPONSIBILITY

6.1 Talent & Services

Sellers must deliver services professionally, on time, and as described.
Failure to deliver may result in non-payment or account suspension.

6.2 Digital Products

Sellers are responsible for accuracy, functionality, and legality of content.
Updates or fixes must be provided when required.

6.3 Physical Products

Sellers must ensure products are genuine, safe, and correctly described.
Fulfilment responsibilities must be clearly agreed (Seller-fulfilled or Sedney-fulfilled).

7. REFUNDS & CANCELLATIONS

7.1 Sedney Institute manages refund decisions in line with platform policies.
7.2 Approved refunds will be deducted from Seller earnings.
7.3 Sellers are responsible for refund consequences caused by:

Poor quality
Non-delivery
Misrepresentation

8. MARKETING & PROMOTION

8.1 Sellers are encouraged to promote their offerings independently.
8.2 Sedney Institute may run promotions, discounts, or campaigns at its discretion.
8.3 Revenue share applies to discounted sales unless otherwise stated.

9. CONFIDENTIALITY

9.1 Sellers agree to keep confidential all non-public information including sales data, customer data, and platform processes.
9.2 Customer data remains the property of Sedney Institute.

10. TERMINATION

10.1 Either party may terminate this Agreement with written notice.
10.2 Sedney Institute may immediately terminate for:

Breach of agreement
Fraud or misconduct
Repeated customer complaints

10.3 Upon termination, outstanding eligible earnings will be settled according to payout schedules.

11. LIMITATION OF LIABILITY

Sedney Institute is not liable for indirect, incidental, or consequential losses arising from Seller participation on the platform.

12. INDEPENDENT CONTRACTOR STATUS

Sellers operate as independent contractors. Nothing in this Agreement creates an employment, partnership, or joint venture relationship.

13. MODIFICATIONS

Sedney Institute may update this Agreement with notice. Continued participation constitutes acceptance of revised terms.

14. GOVERNING LAW

This Agreement is governed by the laws of the Republic of Kenya.

15. ACCEPTANCE

By submitting an application, checking the agreement box, or selling through Sedney Institute, the Seller confirms they have read, understood, and agreed to this Revenue Share Agreement.

Sedney Institute
Empowering Talent. Enabling Commerce.