Terms of Service

1. DEFINITIONS AND INTERPRETATION

1.1 Key Definitions

In these Terms of Service ("Terms"), unless the context otherwise requires:

• "Account" means the user profile created by any individual or entity on the Platform to access the Services.
• "AI Features" means the voice-activated search, intelligent service matching, natural language processing, and other artificial intelligence functionalities provided through the Platform, including the "Hello Vendoh" voice agent.
• "Booking" means a confirmed agreement between a Client and Vendor for the provision of Services, recorded on the Platform.
• "Client" means any user of the Platform who requests services from Vendors through the Platform.
• "Commission" means the service charge retained by Vendoh from the total Booking amount, calculated as a percentage of the Service Fee. Commission rates vary by service category (see Schedule A) and may be adjusted during promotional periods.
• "Dispute" means any disagreement, complaint, or claim between a Client and Vendor relating to a Booking or the performance of Services.
• "Escrow" means the secure holding of Client payment funds by Vendoh or its authorized payment partner pending completion of Services and release to the Vendor. Escrow is not a banking, deposit-taking, or financial savings service.
• "FCCPA" means the Federal Competition and Consumer Protection Act 2018.
• "NDPA" means the Nigeria Data Protection Act 2023.
• "NDPC" means the Nigeria Data Protection Commission, the regulatory authority for data protection in Nigeria.
• "Platform" means the Vendoh mobile application, website, and all related digital interfaces, APIs, and systems owned and operated by Vendoh Limited.
• "Premium Subscription" means the optional paid subscription plan offering enhanced features including unlimited voice queries, priority search placement, and verified badge status.
• "Promotional Credit" means a non-monetary, non-transferable, non-withdrawable promotional incentive issued by Vendoh (e.g., referral rewards) that may only be applied as a discount toward future Bookings on the Platform. Promotional Credits are not cash, stored value, or a financial instrument.
• "Referral Program" means the program by which Users may earn Promotional Credits for referring new Users to the Platform, subject to the terms in Section 14.
• "Services" means all work, labor, and professional services offered by Vendors on the Platform (including but not limited to artisanal work, cleaning, styling, moving, catering, tutoring, home repair, beauty, childcare, and similar local services).
• "Third-Party Service Providers" means external companies whose services are integrated into the Platform, including but not limited to OPay, Paystack, and Monnify (payment processing), OpenAI (AI and speech processing), and Mapbox (location and mapping services).
• "Tip" means a voluntary, optional gratuity paid by a Client to a Vendor following Service completion, processed through the Platform.
• "User" or "You" means any individual or entity accessing or using the Platform.
• "Vendor" means any registered service provider on the Platform offering Services to Clients.
• "Vendoh" or "We" means Vendoh Limited, a company registered in Nigeria under the Companies and Allied Matters Act with registration number RC 1815446, operating the Platform.
• "Voice Data" means any audio recordings, transcriptions, speech patterns, or voice-derived information processed through the Platform's AI Features.

1.2 Interpretation

• Headings are for convenience only and do not affect interpretation.
• References to "days" mean calendar days unless stated as "business days."
• "Including" means "including without limitation."
• "Written notice" includes email communication to addresses provided by the User on the Platform.
• References to Nigerian legislation include any amendments, re-enactments, or successor legislation.
• Words in the singular include the plural and vice versa.

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2. ACCEPTANCE OF TERMS

2.1 Binding Agreement

By accessing, downloading, or using the Vendoh Platform — whether through the mobile application, website, or any other interface — you agree to be bound by these Terms, as well as our Privacy Policy, Vendor Agreement (if applicable), and any other terms or policies referenced herein. Your acceptance is confirmed by clicking "I Agree," creating an Account, or continuing to use the Platform.

If you do not agree to these Terms, do not use the Platform.

2.2 Age and Capacity

You represent and warrant that:

• You are at least 18 years of age and a resident or business entity operating within the Federal Republic of Nigeria.
• You have the legal capacity and authority to enter into a binding contract under Nigerian law.
• You are not prohibited by any law, regulation, or court order from using the Platform.
• You will comply with all applicable Nigerian laws, regulations, and guidelines, including Central Bank of Nigeria (CBN) guidelines regarding digital payments, the NDPA regarding personal data, and the FCCPA regarding consumer protection.

2.3 Changes to Terms

Vendoh may modify these Terms at any time. We will provide notice of material changes by:

• Email notification to your registered Account email address; and/or
• In-app notification displayed prominently within the Platform.

Notice will be provided at least 14 days before material changes take effect. Your continued use of the Platform following the effective date constitutes acceptance of the modified Terms. If you do not accept the changes, you may close your Account and cease using the Platform before the effective date. Your sole remedy for disagreement with any change is to discontinue use.

2.4 Electronic Agreement

You acknowledge and agree that:

• These Terms constitute a valid and enforceable electronic contract pursuant to the Evidence Act 2011 (Sections 84 and 93) and the Cybercrimes (Prohibition, Prevention, etc.) Act 2015 (Section 17).
• Your click-wrap acceptance, digital signature, or continued use of the Platform satisfies any legal requirement for a written, signed agreement.
• Electronic records maintained by the Platform constitute admissible evidence of transactions and agreements.

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3. ACCOUNT REGISTRATION AND VERIFICATION

3.1 Registration Requirements

To create an Account, you must:

• Provide accurate, current, and complete information (full name, phone number in Nigerian format (+234), email address, and other details as requested).
• Verify your phone number through the one-time password (OTP) process or verify your email address.
• Create a secure password that you will keep confidential.
• Acknowledge that you have read and understood these Terms by clicking "I Agree" or equivalent acceptance mechanism.

3.2 Account Eligibility

You certify that:

• Your information is truthful, accurate, and not fraudulent.
• You are not listed on any sanctions list or prohibited from using payment services in Nigeria.
• You are not a competitor of Vendoh nor accessing the Platform for competitive intelligence, data scraping, or benchmarking purposes.
• You comply with all applicable Nigerian tax and regulatory obligations.
• You have not previously been permanently removed from the Platform.

3.3 Dual-Role Users

Users may register as both Clients and Vendors on a single Account. When transitioning between roles (e.g., from Client to Vendor mode), you remain bound by all applicable obligations under these Terms for each role you assume. Separate functionality, obligations, and protections apply depending on your current active role. You may not book your own services or create self-referencing Bookings.

3.4 Account Security

You are responsible for:

• Maintaining the confidentiality of your password, biometric data, and Account login credentials.
• All activities that occur under your Account, whether authorized by you or not.
• Notifying Vendoh immediately (via support@vendoh.com or in-app reporting) of any unauthorized access or suspected security breach.
• Enabling available security features such as two-factor authentication when offered.

Vendoh is not liable for unauthorized access resulting from your failure to secure your credentials, unless such breach results directly from Vendoh's gross negligence or willful misconduct.

3.5 Account Suspension or Termination

Vendoh may suspend or terminate your Account, without prior notice, if we reasonably believe:

• Your Account information is fraudulent or false.
• You have violated these Terms or any other Vendoh policy.
• You have engaged in illegal activity or activity that violates applicable Nigerian law.
• Your Account is associated with payment fraud, chargebacks, or money laundering.
• You have harassed, threatened, or abused other Users.
• Your Account poses a security or regulatory risk to Vendoh, other Users, or the integrity of the Platform.
• You have been inactive for more than 12 consecutive months (dormancy).

Upon suspension, you will lose access to the Platform but retain the right to withdraw any outstanding funds held in Escrow (net of commissions and fees owed), subject to identity verification and any legal holds.

3.6 Account Deletion by User

You may request Account deletion at any time by contacting support@vendoh.com or using the Account deletion feature in the Platform. Upon deletion:

• Active Bookings must be completed or cancelled before deletion is processed.
• Outstanding Escrow funds will be settled per these Terms before Account closure.
• Vendoh will retain data as required by law (see Section 16.5).
• Account deletion is irreversible. You may create a new Account, subject to eligibility checks.

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4. PLATFORM SERVICES AND MARKETPLACE ROLE

4.1 Intermediary Status

Vendoh is a technology marketplace intermediary and is NOT a service provider. We do not:

• Employ, supervise, direct, or control Vendors, nor do we have any control over the quality, timing, legality, or any aspect of Services.
• Provide Services ourselves or guarantee the quality, safety, or outcomes of Services provided by Vendors.
• Act as the agent, representative, or fiduciary of Clients or Vendors in any transaction.
• Assume liability for Services or any loss, injury, damage, or expense resulting from the performance or non-performance of Services.
• Perform the Services, nor employ individuals to perform the Services.

The contract for Services is between the Client and the Vendor. Vendoh is not a party to that contract.

4.2 Services Provided by Vendoh

Vendoh provides:

• A searchable, browsable Platform connecting Clients with Vendors based on location, service type, availability, and other criteria.
• Secure payment processing, Escrow services, and fund transfer facilities through licensed Third-Party Service Providers.
• Account management, in-app messaging, and dispute resolution tools.
• AI Features for enhanced user interaction and service discovery, including voice-activated search in multiple languages (English, Pidgin, Yoruba, Hausa, Igbo, and others).
• Rating and review systems to foster transparency and accountability.
• Background check facilitation for Vendors in high-risk service categories (as defined by Vendoh policy).
• Optional Premium Subscription and promotional tools for enhanced visibility.

4.3 No Endorsement or Warranty

Vendoh does not:

• Endorse or vouch for any Vendor's qualifications, licenses, insurance, or professionalism.
• Guarantee the punctuality, quality, safety, or legality of any Services.
• Verify that Vendors possess all required professional licenses, permits, or certifications (except where we explicitly conduct verification and display a "Verified" badge).
• Vet Vendors beyond the background checks and verification measures stated in our Vendor Agreement.
• Guarantee the availability of Vendors in any service category or location.

Clients must independently verify that Vendors meet their needs and expectations before confirming a Booking. Vendoh's display of Vendor ratings, reviews, and verification badges is informational, not a guarantee.

4.4 Right to Manage Platform

Vendoh retains the absolute right to:

• Remove, suspend, or delist any Vendor or Client for violation of these Terms or our policies.
• Remove, flag, or restrict any Booking, listing, or content if deemed inappropriate, fraudulent, or in violation of law.
• Monitor Accounts, Bookings, and messaging for compliance, fraud detection, safety concerns, and quality assurance.
• Modify, enhance, or discontinue any Platform feature with or without notice, subject to Section 18.
• Enforce data protection, anti-money laundering (AML), Know Your Customer (KYC), and tax compliance by requesting additional documentation from Users.
• Adjust Commission rates, service categories, and Platform policies with notice as described in Section 2.3.

4.5 AI-Powered Features and Algorithmic Transparency

Vendoh uses artificial intelligence and machine learning to:

• Vendor Ranking: Display Vendors in search results based on factors including proximity, rating, availability, response time, completion rate, and Premium Subscription status. Premium Subscribers may receive priority placement in search results.
• Service Matching: Recommend Vendors based on your stated needs, location, and service history.
• Voice Processing: Convert your voice queries into text and understand your service requests using natural language processing.
• Fraud Detection: Identify potentially fraudulent transactions, fake accounts, and suspicious activity patterns.

Transparency Commitment: Vendoh is committed to algorithmic fairness in accordance with the National Information Technology Development Agency (NITDA) guidelines on responsible AI. Our AI systems are designed to be non-discriminatory with respect to ethnicity, religion, gender, or socioeconomic status. If you believe an AI-driven decision has adversely affected you, you may request a human review by contacting support@vendoh.com.

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5. BOOKING AND PAYMENT PROCESS

5.1 Booking Creation

Client Role:

• When you (as a Client) browse and select a Vendor's service offering, you are requesting that Vendor's Services.
• Clicking "Confirm Booking" or equivalent button constitutes a binding offer to engage the Vendor's Services at the stated price.
• The Vendor must accept the Booking within the timeframe displayed on the Platform (typically 30 minutes) for a valid contract to form between the Client and the Vendor.

Vendor Role:

• By accepting a Booking, you (as a Vendor) agree to:
  • Perform the Services to professional and competent standards.
  • Arrive punctually at the agreed time and location.
  • Comply with all applicable professional standards and the Client's reasonable instructions.
  • Maintain appropriate insurance and licenses where required by law.

5.2 Booking Terms

Each Booking is governed by:

• The Service description and pricing as displayed on the Platform at the time of booking.
• The agreed date, time, and location (or delivery address for remote services).
• Any special requests or instructions acknowledged by the Vendor.
• These Terms and all referenced policies (including the Vendor Agreement).

No additional terms or conditions imposed by the Vendor override these Terms unless explicitly acknowledged by Vendoh in writing.

5.3 Payment Methods and Currency

• All payments are denominated in Nigerian Naira (₦) and displayed in the format ₦X,XXX.
• Vendoh accepts payment through OPay, Paystack, and Monnify and other authorized payment gateways as may be designated from time to time, supporting:
  • Credit/debit cards (Visa, Mastercard, Verve)
  • Bank transfers and USSD
  • Mobile wallets (OPay, PalmPay, Kuda, and others)
• Payment card details are processed securely by the payment partner in compliance with PCI-DSS standards; Vendoh does not directly store full card numbers.
• You authorize Vendoh and its payment partners to charge your selected payment method for Booking amounts, Subscription fees, and other authorized charges.
• All payments must be made through the Platform. Off-Platform payments (cash, direct bank transfers to Vendors) are prohibited and void all Vendoh protections, including Escrow and dispute resolution.

5.4 Booking Amount and Pricing

The total Booking amount displayed to the Client includes:

• The service fee as set by the Vendor.
• Vendoh's Commission (deducted from the Vendor's portion, not charged separately to the Client).
• Applicable taxes, including Value Added Tax (VAT) at the prevailing rate (currently 7.5%) on Vendoh's Commission where applicable.

Pricing Transparency:

• Clients see the total all-inclusive price before confirming a Booking.
• The Commission is deducted by Vendoh from the total amount before remitting the balance to the Vendor.
• Vendors receive the net amount (Service Fee less Commission and any applicable deductions). A breakdown is visible in the Vendor's earnings dashboard.
• There are no hidden fees. All charges are disclosed before Booking confirmation.

5.5 Price Variations

If a Vendor subsequently requests a price adjustment due to:

• Scope expansion (Client requests additional services beyond the original Booking),
• Material cost changes (for materials-based services), or
• Emergency or force majeure circumstances,

The adjustment must be:

1. Communicated via the Platform's in-app messaging prior to service commencement.
2. Accepted in writing (via in-app confirmation) by the Client before the adjustment is applied.
3. Subject to verification by Vendoh to prevent price gouging.

Unilateral price increases imposed by Vendors during or after service commencement are strictly prohibited and may result in Account suspension or dispute escalation.

5.6 Tipping

After Service completion, Clients may optionally add a Tip to the Vendor via the Platform.

• Tips are 100% remitted to the Vendor and are not subject to Vendoh's Commission.
• Tips are voluntary and must not be solicited, coerced, or demanded by Vendors. Vendors who solicit tips may have the behavior flagged.
• Tips are processed through the same payment method used for the Booking.
• Tips are non-refundable once processed, except in cases of payment fraud.
• Tips are subject to the Vendor's own tax obligations.

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6. ESCROW PAYMENT SYSTEM

6.1 How Escrow Works

Upon Client payment confirmation:

1. Funds are received from the Client's payment method via OPay, Paystack, Monnify, or another authorized payment gateway.
2. Funds are held in a secure Escrow account controlled by Vendoh or an authorized escrow partner pending Service completion.
3. Funds remain in Escrow throughout the Service period and any dispute resolution process.
4. Upon Service completion and Client confirmation (or automatic confirmation), Vendoh releases the net amount (less Commission and any applicable deductions) to the Vendor's registered bank account.

6.2 CBN Compliance and Payment Processing Structure

IMPORTANT — REGULATORY DISCLOSURE:

(a) Vendoh Does Not Hold Customer Funds. All payments made by Clients are processed by and held with OPay, Paystack, Monnify, or another CBN-licensed Payment Service Provider, not by Vendoh Limited. Vendoh acts as the instructing party that directs the licensed payment partner to release funds to Vendors upon Service completion. At no point does Vendoh receive, hold, or control User funds in Vendoh's own bank accounts.

(b) Not a Deposit-Taking or Financial Service. Vendoh's payment facilitation is a transactional holding mechanism for confirmed Bookings only. It is NOT:

• A deposit-taking service within the meaning of the Banks and Other Financial Institutions Act (BOFIA) 2020;
• A savings account, fixed deposit, or investment product;
• A mobile money service, e-wallet, or stored-value facility requiring a Mobile Money Operator (MMO) license;
• A Payment Service Bank (PSB) or any other financial institution regulated under BOFIA 2020.

(c) No Interest Accrual. Funds processed through the Platform do not accrue interest for Users. Any interest or returns generated on funds held by the payment partner are governed by Vendoh's agreement with that payment partner and do not belong to Users.

(d) Licensed Payment Partners. Vendoh's payment service providers — OPay, Paystack, and Monnify — each hold CBN licenses (MMO, PSSP, and/or Switching and Processing) and are authorized to process and settle payment transactions in Nigeria. Vendoh relies on these partners' licensed status for all payment processing, settlement, and fund-holding functions. Vendoh does not itself hold a CBN payment service license and does not engage in activities requiring such a license.

(e) Vendor Payouts. Vendor earnings are disbursed directly from the payment partner to the Vendor's registered bank account. Vendoh does not maintain a "wallet" or stored-value balance for Vendors. The "earnings" and "available balance" figures displayed in the Vendor dashboard are informational records of amounts due or paid — they do not represent funds held by Vendoh on the Vendor's behalf.

6.3 Escrow Conditions

Funds are released from Escrow when:

• The Client confirms Service completion through the in-app confirmation mechanism; or
• The automatic completion trigger activates (24 hours after Service delivery, unless a Dispute is raised); and
• Any active Dispute has been resolved in favor of the Vendor (see Section 10); and
• The Vendor's Account remains in good standing (no suspension or active violations).

6.4 Escrow Timeline

• Service Completion: Clients should confirm completion promptly. If not confirmed and no Dispute is raised, the system auto-completes after 24 hours.
• Release Window: Net funds are transferred to the Vendor's registered bank account within 2–5 business days after Escrow release.
• Failed Transfers: If a bank transfer fails, Vendoh will retry up to 3 times over 5 business days before notifying the Vendor to update their banking details. Funds remain in Escrow until successfully transferred.

6.5 Escrow Disputes

If a Dispute is raised:

• Funds remain in Escrow and are NOT released until the Dispute is resolved.
• See Section 10 (Dispute Resolution) for the full process.

6.6 Refunds and Escrow

• Client Cancellation Before Service Start: Funds are refunded to the Client's original payment method, less any applicable cancellation fee (see Section 7).
• Service Non-Delivery: Funds are refunded to the Client in full (see Section 7).
• Partial Refunds: If a Dispute results in a partial refund, the remainder is released to the Vendor.

All refunds are processed within 5–10 business days to the original payment method, subject to payment partner processing times. Vendoh is not responsible for delays caused by the payment partner or the Client's bank.

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7. CANCELLATION, REFUNDS, AND SERVICE NON-DELIVERY

7.1 Client Cancellation Policy

Before Service Commencement (within cancellation window):

During or After Service Commencement:

• Clients may not cancel without cause. If cancellation is requested during active service:
  • The full Booking amount is retained by Vendoh and released to the Vendor.
  • The Client may raise a Dispute if they claim the Vendor did not perform Services or failed to meet quality standards (see Section 10).

7.2 Vendor Cancellation Policy

If a Vendor cancels after a Client has confirmed a Booking:

Vendors who repeatedly cancel risk Account deactivation and permanent removal from the Platform.

7.3 Service Non-Delivery

If a Vendor fails to arrive or initiate service within 30 minutes of the agreed start time:

1. Client Notification: The Client receives an in-app alert and may cancel without penalty.
2. Automatic Refund: The full Booking amount is refunded to the Client unless the Vendor can provide evidence of a legitimate emergency or force majeure event within 2 hours.
3. Vendor Consequence: A missed service is recorded against the Vendor's profile, impacting ratings and future visibility.
4. Repeated Non-Delivery: Three or more missed services in 90 days will trigger Account deactivation.

7.4 Partial Service Completion

If a Vendor completes only part of the agreed Services:

• The Client may accept partial completion or raise a Dispute.
• If disputed, Vendoh will assess the completion percentage and proportionally reduce the Escrow release (e.g., 60% completion = 60% release to Vendor, 40% refund to Client).
• The refunded portion is returned to the Client within 5–10 business days.

7.5 Force Majeure

Neither party is liable for cancellation or non-performance due to circumstances beyond reasonable control, including:

• Natural disasters, extreme weather, floods, or acts of God.
• Government action, war, civil unrest, curfews, or public health emergencies (including pandemics and epidemics).
• Infrastructure failures (power outages, telecommunications failures, internet outages) affecting the Platform or service delivery.
• Strikes, labor disputes, or shortages of materials beyond the party's control.

The affected party must notify the other party within 2 hours of the force majeure event becoming apparent. Funds are held in Escrow pending resolution between the parties or by Vendoh mediation.

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8. VENDOR OBLIGATIONS AND SERVICE STANDARDS

8.1 Professional Standards

As a Vendor, you agree to:

• Competence: Perform Services using professional skill, care, and diligence appropriate to your service category.
• Licensing: Maintain all required professional licenses, permits, certifications, and insurance mandated by Nigerian law or regulatory bodies relevant to your Services. This includes trade-specific licenses, business permits, and any category-specific certifications.
• Health and Safety: Comply with occupational safety and health standards, particularly for in-home services. Bring appropriate personal protective equipment where applicable.
• Punctuality: Arrive at the agreed location on time. If delays are unavoidable, notify the Client via the Platform as soon as possible and no later than 30 minutes before the scheduled start.
• Professionalism: Treat Clients and their property with respect. Maintain hygiene and professional appearance standards.
• Insurance: Maintain public liability insurance and professional indemnity insurance where required for your service category, and provide proof to Vendoh upon request. For high-risk categories (electrical, plumbing, gas installation, roofing, childcare), proof of insurance may be required before Account activation.
• Compliance: Comply with all applicable laws, including the NDPA (data protection), FCCPA (consumer protection), and all relevant professional and labor regulations.

8.2 Independent Contractor Status

You (as a Vendor) are an independent contractor, NOT an employee, agent, partner, or representative of Vendoh. Nothing in these Terms creates an employment relationship, partnership, or joint venture between you and Vendoh.

As an independent contractor, you:

• Determine your own pricing (subject to Vendoh's pricing policies), working hours, and methods of service delivery.
• Are free to accept or decline any Booking at your discretion.
• Are free to work for competing platforms and maintain your own independent client relationships.
• Provide your own tools, equipment, and materials unless otherwise agreed with the Client.
• Are solely responsible for your own taxes (personal income tax, VAT where applicable), insurance, pension contributions, and any other statutory obligations.
• Are not entitled to any employee benefits from Vendoh, including health insurance, pension, paid leave, or workers' compensation.
• Acknowledge that Vendoh's provision of the Platform, quality guidelines, and performance metrics does not constitute control or supervision over how you perform your Services.

8.3 Service Scope and Communication

• Services must be completed within the agreed timeframe and scope.
• Any material deviation from the original Booking must be communicated and approved by the Client in advance via the Platform.
• Vendors must be responsive to Client messages within 4 business hours during active Bookings.

8.4 Background Checks and Vendor Verification

Vendors, especially those providing in-home services (cleaning, tutoring, childcare, personal services), consent to:

• Criminal background verification by a Vendoh-approved third-party provider.
• Identity verification using government-issued identification (National ID, Driver's License, International Passport, or Voter's Card).
• National Identification Number (NIN) and/or Bank Verification Number (BVN) verification.
• Address verification.
• Professional credentials and certification verification where applicable.

Vendors who fail background checks, provide false information, or refuse verification may have their Accounts permanently deactivated.

8.5 Data and Confidentiality

Vendors must:

• Maintain confidentiality of Client personal information accessed during service delivery.
• Not use Client information for purposes beyond the specific Service delivery.
• Not request Client contact details to circumvent the Platform or evade Commission.
• Not share, sell, or disclose Client data to third parties.
• Delete any Client information (such as addresses or phone numbers) from personal devices after Service completion.

Breach of confidentiality will result in Account suspension or termination and may constitute a violation of the NDPA, exposing you to regulatory penalties and legal action.

8.6 No Illegal or Prohibited Services

Vendors are strictly prohibited from:

• Offering Services that are illegal under Nigerian federal or state law.
• Engaging in money laundering, fraud, bribery, or financial crime.
• Providing Services that violate individual rights, public decency, or professional ethics.
• Operating under the influence of drugs or alcohol while performing Services.
• Transporting, handling, or requesting illegal goods or controlled substances.
• Offering Services that discriminate against Clients based on ethnicity, religion, gender, disability, or any protected characteristic.

Violation will result in immediate Account termination and referral to the relevant law enforcement authorities, including the Nigeria Police Force, Economic and Financial Crimes Commission (EFCC), or other appropriate agencies.

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9. CLIENT OBLIGATIONS AND CONDUCT

9.1 Payment Obligations

As a Client, you agree to:

• Pay the full Booking amount via the authorized payment methods on the Platform.
• Ensure payment information is accurate and that sufficient funds are available.
• Not use stolen, fraudulent, or unauthorized payment methods.
• Accept all applicable service fees and Commissions as displayed at the time of Booking confirmation.

Clients who engage in payment fraud, chargebacks, or use of stolen payment instruments may face Account suspension, legal action, and referral to the Nigeria Police Force or EFCC.

9.2 Accurate Booking Information

You must:

• Provide accurate service location, contact information, and special instructions.
• Ensure the property or location is safe and accessible for the Vendor.
• Communicate any relevant health, safety, access, or pet-related restrictions in advance.
• Confirm that you are legally authorized to permit the Vendor access to the service location.
• Be present (or have an authorized representative present) at the service location during the Booking, unless the nature of the Service permits otherwise.

Misrepresenting booking information may result in Account suspension and liability for any resulting costs incurred by the Vendor.

9.3 Conduct and Respect

Clients must:

• Treat Vendors with respect and professionalism at all times.
• Not harass, threaten, abuse, discriminate against, or intimidate Vendors.
• Not make threats or engage in violence or sexual harassment.
• Respect the Vendor's time and the agreed service duration.
• Provide a safe and lawful working environment.
• Not record Vendors (audio or video) without their express consent, except for Service documentation purposes.

Abusive, threatening, discriminatory, or harassing behavior will result in Account suspension or permanent termination. Vendoh reserves the right to report criminal conduct to the appropriate authorities.

9.4 Intellectual Property and Service Documentation

• Clients may photograph or record Services for personal use only.
• Clients may not use footage, images, or descriptions of a Vendor's work for commercial purposes without the Vendor's prior written consent.
• Client reviews and testimonials become part of the Platform and may be used by Vendoh for marketing purposes (anonymized or with attribution as per the Privacy Policy).

9.5 No Circumvention of Platform

Clients agree not to:

• Request Vendors to accept payment outside the Platform or via direct bank transfer, cash, or any method that bypasses Escrow.
• Exchange Vendor contact details for the purpose of future Services outside the Platform.
• Attempt to establish a direct relationship with Vendors specifically to bypass Commission, Escrow protections, or dispute resolution.
• Solicit Vendors met through Vendoh for off-Platform transactions within 12 months of the last Platform-facilitated Booking.

Such circumvention violates these Terms and may result in Account termination. Off-Platform transactions are not covered by Vendoh's Escrow, dispute resolution, or any other Platform protections.

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10. DISPUTE RESOLUTION

10.1 Dispute Categories and Initiation

A Dispute may be raised by either party within 14 days of Service completion (or scheduled Service date, in cases of non-delivery) if:

• Services were not performed or were partially completed.
• Services did not meet the agreed quality standards or description.
• The Client was charged an unauthorized or incorrect amount.
• The Vendor was not paid or was under-paid.
• Property damage or personal injury occurred during service delivery.
• One party engaged in misconduct (harassment, fraud, safety violations).
• Any other legitimate complaint arising from the Booking.

Initiating a Dispute:

• Log into your Account and navigate to the Booking in question.
• Select "Raise Dispute" and provide a detailed description, supporting evidence (photos, messages, receipts, timestamps), and the monetary resolution sought.
• The other party receives a notification and has 5 business days to respond with their account and evidence.

10.2 Vendoh Mediation Process

Stage 1: Initial Assessment (Days 1–3)

• Vendoh reviews the Dispute, Booking details, and evidence submitted by both parties.
• Both parties are notified of the Dispute status and may submit additional evidence within 3 days.

Stage 2: Investigation (Days 4–7)

• Vendoh may request additional documentation, photographs, messages, or testimony from both parties.
• For disputes involving property damage, Vendoh may request photographic evidence, professional damage assessment, or independent evaluation (at the disputing party's cost).
• Vendoh will not charge for basic mediation.

Stage 3: Resolution (Days 8–14)

• Vendoh issues a resolution:
  • In favor of the Client: Funds held in Escrow are returned to the Client (full or partial refund), and the Vendor may receive a warning or penalty.
  • In favor of the Vendor: Funds are released to the Vendor, and the Client may be warned or have their Booking privileges restricted.
  • Partial Resolution: Funds are split proportionally based on the findings (e.g., 60% to Vendor, 40% refund to Client).

10.3 Special Cases: Property Damage and Injury

Property Damage:

• If the Client claims property damage occurred during service delivery, they must provide photographic evidence (before and after, if available) and an estimated repair cost.
• Vendoh will assess the claim. If substantiated and within ₦500,000, Vendoh may facilitate compensation from the Vendor to the Client.
• For damages exceeding ₦500,000, the Client may pursue remedies through the Alternative Dispute Resolution or litigation process described below.

Personal Injury:

• Claims of personal injury are not resolved through Vendoh mediation.
• The Client must file a claim with their insurance provider (if applicable) or pursue legal action independently.
• Vendoh will cooperate by providing Booking records and relevant evidence but assumes no liability for personal injury.

10.4 Alternative Dispute Resolution (ADR)

If either party is dissatisfied with Vendoh's mediation resolution, before commencing litigation, either party may elect to submit the Dispute to:

• Mediation at the Lagos Multi-Door Courthouse (LMDC) or any other accredited Alternative Dispute Resolution centre in Nigeria; or
• Arbitration under the Arbitration and Mediation Act 2023 (or any successor legislation), with a sole arbitrator appointed by agreement of the parties or, failing agreement, by the President of the Chartered Institute of Arbitrators (Nigeria Branch).

ADR Terms:

• The language of the ADR proceedings shall be English.
• The seat of arbitration shall be Lagos, Nigeria.
• The costs of ADR shall be shared equally between the parties, unless the mediator/arbitrator orders otherwise.
• The decision of the arbitrator shall be final and binding on both parties.
• ADR proceedings are confidential.

10.5 Escalation to Litigation

If ADR is not elected or does not resolve the Dispute, either party may commence formal legal proceedings:

• Court of Jurisdiction: The Lagos State High Court, or the High Court of the State where the Service was to be delivered, shall have exclusive jurisdiction.
• Applicable Law: These Terms and all matters arising shall be governed by and construed in accordance with the laws of the Federal Republic of Nigeria.
• Cost: Each party bears its own legal costs unless the court awards costs to the prevailing party.

10.6 Class Action Waiver

TO THE MAXIMUM EXTENT PERMITTED BY NIGERIAN LAW, you agree that any Dispute arising from these Terms or your use of the Platform shall be resolved on an individual basis only. You waive any right to participate as a plaintiff or class member in any purported class action, representative action, or consolidated proceeding against Vendoh. This waiver does not apply to claims brought before the FCCPC or NDPC in their regulatory capacity.

10.7 Escrow Hold During Dispute

• Funds remain in Escrow throughout the dispute resolution process (mediation, ADR, or litigation).
• Vendors cannot access disputed funds until the Dispute is resolved in their favor.
• Clients cannot re-request the same disputed funds unless the Dispute is resolved in their favor.

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11. REVIEW AND RATING SYSTEM

11.1 Voluntary Participation

Clients and Vendors may leave reviews and ratings for each other after Service completion.

• Rating Scale: 1–5 stars, with optional written comments.
• Attribution: Reviews are attributed to the User's display name but do not display personal contact information (phone numbers, addresses).
• Verification: Only Users with a completed Booking can leave a review for that Booking (verified reviews only).

11.2 Review Conduct Standards

All reviews must:

• Be truthful, honest, and based on actual Service experience.
• Not contain abusive language, threats, harassment, or hate speech.
• Not disclose sensitive personal information (phone numbers, home addresses, financial details).
• Not advertise services, include URLs, or solicit off-Platform transactions.
• Not be submitted by fake accounts, bots, or incentivized through payment or other consideration.
• Not constitute defamation or knowingly false statements of fact.

Reviews that violate these standards may be flagged, edited, or removed by Vendoh at its discretion.

11.3 Review Moderation

Vendoh employs automated and manual review moderation to ensure compliance with these standards. Reviews may be:

• Automatically verified after a holding period (currently 24 hours).
• Flagged for manual review based on content analysis.
• Removed if found to violate these Terms following investigation.
• Retained if they reflect legitimate subjective opinions, even if negative.

11.4 Response to Reviews

Vendors may respond to reviews to address concerns or provide clarification. Responses must:

• Be professional, factual, and not abusive or threatening.
• Not request the removal of legitimate criticism.
• Not offer incentives for review removal or modification.
• Not disclose the Client's personal information.

11.5 Review Disputes

If a party contests the accuracy of a review, Vendoh may:

• Remove the review if it contains provably false factual claims (e.g., a Service date that did not occur, review left for the wrong Vendor).
• Retain the review if it reflects a subjective opinion (e.g., "Service was not to my standard").
• Investigate if the review was solicited, incentivized, or otherwise fraudulent.

Repeated frivolous disputes of reviews may result in Account action.

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12. INTELLECTUAL PROPERTY AND CONTENT

12.1 Platform Intellectual Property

Vendoh retains all ownership rights to:

• The Platform design, functionality, algorithms, AI models, and source code.
• The "Vendoh" name, "Hello Vendoh" tagline, and all logos, trademarks, and branding materials.
• Collectively aggregated data, analytics, and insights derived from Platform usage (anonymized and de-identified).

You are granted a limited, non-exclusive, non-transferable, revocable license to access and use the Platform for personal, non-commercial purposes in accordance with these Terms.

12.2 User Content

Your Rights:

• You retain ownership of photos, descriptions, portfolio images, and reviews you upload.
• You grant Vendoh a worldwide, royalty-free, perpetual, irrevocable, sublicensable license to use, display, reproduce, and distribute your content on the Platform and in Vendoh marketing materials (including social media, advertisements, and promotional content).

Our Rights:

• Vendoh may use aggregated User data, testimonials, and reviews for marketing, promotional, and analytical purposes.
• Vendoh may use anonymized data to improve Platform algorithms, train AI models, and recommend Services.
• Vendoh may display User reviews and ratings publicly on the Platform and in marketing materials.

Content Removal: You may request removal of your content by contacting support@vendoh.com. However, reviews left by other Users about your Services cannot be removed at your request unless they violate the review standards in Section 11.2.

12.3 Prohibited Use

You may not:

• Reproduce, distribute, license, or resell Platform content without prior written permission.
• Reverse-engineer, decompile, disassemble, or extract the Platform's source code, algorithms, or AI models.
• Attempt to harvest, scrape, crawl, or systematically extract Vendor, Client, or Platform data.
• Use the Platform for competitive purposes, benchmarking, or market intelligence gathering.
• Use bots, scripts, or automated tools to access the Platform without Vendoh's written permission.
• Frame, mirror, or create derivative works from any Platform content.

Violation will result in Account termination and may give rise to civil and criminal liability under Nigerian law, including the Cybercrimes Act 2015.

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13. PREMIUM SUBSCRIPTION

13.1 Subscription Plans

Vendoh offers optional Premium Subscription plans with enhanced features. Current plans and pricing are displayed in the Platform. As of the effective date of these Terms, the Premium plan is priced at ₦2,000 per month.

13.2 Premium Benefits

Premium Subscribers may receive benefits including:

• Unlimited Voice Queries: No daily limit on AI-powered voice searches (free users are limited to 5 per day).
• Priority Search Placement: Enhanced visibility in search results.
• Instant Booking: Priority booking queue for in-demand Vendors.
• Verified Badge: A Premium badge displayed on your profile.
• Advanced Analytics: Detailed booking, spending, and performance insights.

Vendoh reserves the right to modify Premium benefits with at least 14 days' notice to current Subscribers.

13.3 Payment and Renewal

• Premium Subscriptions are billed monthly via your registered payment method on the Platform.
• Subscriptions are not auto-renewed unless otherwise stated at the time of purchase. You must manually renew your subscription.
• Subscription periods run for 30 calendar days from the date of purchase.
• Subscription fees are non-refundable once the subscription period has commenced, except as required by the FCCPA or applicable consumer protection law.

13.4 Cancellation

• You may cancel your Premium Subscription at any time through the Platform.
• Cancellation takes effect at the end of the current billing period. You will continue to enjoy Premium benefits until the expiry date.
• No pro-rata refunds are provided for unused portions of a subscription period, except where required by law.

13.5 Vendor Premium Tiers

Vendoh may offer Vendor-specific premium tiers (e.g., "Pro Vendor," "Elite Vendor") with enhanced visibility, analytics, and marketing features. These are governed by separate pricing and terms displayed in the Vendor section of the Platform.

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14. REFERRAL PROGRAM

14.1 Program Overview

Users may earn rewards by referring new Users to the Vendoh Platform. Each User receives a unique referral code (format: VEN-XXXXXX) which can be shared via deep link, social media, or direct communication.

14.2 Referral Rewards

• Reward Amount: ₦100 per successful referral.
• Reward Type: Referral rewards are issued as Vendoh Promotional Credits — a non-monetary promotional incentive applied as a discount toward the referrer's next Booking on the Platform. Promotional Credits are NOT cash, stored value, a wallet balance, or a financial instrument. They are a marketing incentive only.
• Eligibility: Both the referrer and referee must have valid, active Accounts in good standing at the time of reward issuance. The reward is triggered when the referee completes their first Booking on the Platform.
• Reward Cap: Vendoh may impose maximum referral reward limits per User per calendar month. Any such limits will be communicated in the Platform.
• Credit Restrictions: Promotional Credits:
  • May only be applied as a partial discount toward future Bookings on the Platform — they reduce the Booking price but do not constitute full payment;
  • Cannot cover 100% of a Booking — a minimum payment of at least 30% of the Booking amount must be made through an authorized payment method (card, bank transfer, or mobile wallet). Promotional Credits may only be applied to a maximum of 70% of the Booking amount;
  • Are non-transferable — they cannot be transferred to another User;
  • Are non-withdrawable — they cannot be converted to cash, redeemed for bank transfer, or paid out in any form;
  • Are non-refundable — unused credits have no cash value;
  • Expire 30 days from the date of issuance if not used;
  • Are subject to a maximum accumulated balance of ₦10,000 per User at any time. Credits earned in excess of this cap are forfeited unless applied to a Booking before the cap is reached. You must use existing credits before earning additional credits beyond the cap;
  • Cannot be combined with other promotional offers unless explicitly stated;
  • Have no monetary value outside the Platform.
• Credit Application: When you apply Promotional Credits to a Booking, Vendoh subsidizes the discounted portion of the Service Provider's fee from its own operational marketing funds. The Service Provider receives the full agreed Booking amount — the credit portion is funded by Vendoh, not deducted from the Service Provider's earnings. You acknowledge that Promotional Credits represent a discount funded by Vendoh's marketing budget and do not involve any transfer, holding, or custodial management of your funds.
• Not a Payment Instrument or Stored-Value Product: Promotional Credits are a marketing incentive and do not constitute legal tender, e-money, a mobile money balance, e-wallet, stored-value facility, payment instrument, or deposit within the meaning of BOFIA 2020, CBN Mobile Money Guidelines, or any other CBN regulation. Vendoh does not hold funds on your behalf through the Referral Program. Promotional Credits do not create any financial claim against Vendoh and may be revoked or modified at Vendoh's discretion with notice.

14.3 Prohibited Referral Activities

You may not:

• Create fake accounts or use fictitious identities to generate referral rewards.
• Refer yourself using multiple accounts.
• Use spam, bulk messaging, or misleading advertising to distribute referral codes.
• Offer cash, discounts, or other incentives not authorized by Vendoh in connection with referral codes.
• Post referral codes on coupon or deal websites without Vendoh's written permission.

Abuse of the Referral Program will result in forfeiture of pending rewards, Account suspension, and potential permanent removal.

14.4 Modification and Termination

Vendoh reserves the right to modify referral reward amounts, eligibility criteria, or terminate the Referral Program at any time with notice. Accrued, eligible rewards at the time of modification will be honored.

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15. CYBERSECURITY AND PLATFORM INTEGRITY

15.1 Prohibited Activities

Users are prohibited from engaging in any activity that:

• Constitutes an offense under the Cybercrimes (Prohibition, Prevention, etc.) Act 2015 (as amended), including unauthorized access, system interference, identity theft, phishing, or cyber fraud.
• Involves introducing viruses, malware, ransomware, or other harmful code to the Platform.
• Involves unauthorized interception of Platform communications or data.
• Involves impersonation of other Users, Vendoh staff, or third parties.
• Involves creating false or misleading accounts.
• Constitutes denial-of-service attacks or attempts to disrupt Platform availability.
• Involves unauthorized data mining, scraping, or harvesting of Platform data.
• Involves circumventing security measures, authentication mechanisms, or access controls.

15.2 Security Obligations

Users must:

• Keep login credentials confidential and not share them with third parties.
• Use strong, unique passwords and update them periodically.
• Notify Vendoh immediately of any suspected unauthorized access to their Account.
• Keep their devices and software updated to maintain security.
• Not access the Platform from compromised or jailbroken devices if doing so would undermine security measures.

15.3 Cooperation with Law Enforcement

In accordance with the Cybercrimes Act 2015 (Sections 38–40), Vendoh:

• Will cooperate with the Nigeria Police Force, EFCC, National Computer Emergency Response Team (ngCERT), and other law enforcement agencies in investigating cybercrimes.
• May preserve and disclose User data when required by law, valid court order, or regulatory directive.
• Will report cybercrimes occurring on or through the Platform to the relevant authorities.
• Will notify ngCERT of cybersecurity incidents within 72 hours of detection, as required by law.

15.4 Data Retention for Security

In compliance with the Cybercrimes Act 2015 (Section 38), Vendoh retains:

• Transaction records for a minimum of 5 years (tax and financial compliance).
• Communication metadata (chat logs, message timestamps) for a minimum of 2 years.
• Account activity logs for a minimum of 2 years.

This retention is in addition to, and may exceed, retention periods specified in the Privacy Policy.

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16. PRIVACY AND DATA PROTECTION

16.1 NDPA Compliance

Vendoh is committed to protecting your personal data in full compliance with:

• Nigeria Data Protection Act 2023 (NDPA) — the primary data protection legislation.
• General Administrative and Implementation Directive (GAID) issued by the NDPC.
• Central Bank of Nigeria guidelines on customer data security and financial data handling.

Vendoh processes personal data based on one or more of the following lawful bases: consent (for marketing, voice data, analytics), contractual necessity (to fulfill Bookings, process payments, provide Services), legal obligation (tax records, AML compliance, law enforcement), or legitimate interest (fraud prevention, platform security, service improvement).

16.2 Data Collection and Use

Vendoh collects and processes personal data including:

• Identity information: Name, phone number, email, address, profile photo.
• Verification data: NIN, BVN, government-issued ID, business registration documents (for Vendors).
• Payment and financial information: Bank account details, transaction history, payment preferences (card details processed and stored by OPay, Paystack, or Monnify — not Vendoh).
• Service and booking history: Services requested, Bookings made, reviews submitted.
• Location data: GPS coordinates for matching Clients with nearby Vendors, service delivery tracking.
• Device and usage analytics: Device type, OS version, app usage patterns, crash reports.
• Communication data: In-app messages, chat history, support tickets.

This data is used to:

• Facilitate Bookings, payments, and service delivery.
• Verify identities and conduct background checks.
• Prevent fraud, detect suspicious activity, and ensure platform security.
• Improve Platform functionality, AI models, and service recommendations.
• Communicate with you (transactional notifications, marketing with consent).
• Comply with legal and regulatory obligations.

16.3 Voice Data Processing

If you use the Platform's AI Features (including voice search), you acknowledge and consent to:

• Recording: Your voice input is recorded and transmitted for processing.
• Transcription: Audio is transcribed to text using speech-to-text services provided by OpenAI (a United States-based company). Your audio data is transmitted to OpenAI's servers for transcription purposes.
• AI Processing: Your transcribed queries are processed by AI language models (provided by OpenAI) to understand your request and match you with appropriate services. The AI has access to the Vendoh service catalog to provide accurate recommendations.
• Location Sharing: During voice queries, your location data may be shared with Mapbox (a United States-based company) for distance and ETA calculations.
• Data Minimization: Raw voice recordings are processed in real-time and are not permanently stored by Vendoh after transcription is complete. Anonymized voice interaction data (without recordings) may be retained for service improvement.
• Multi-turn Conversations: The AI maintains conversation context within a session to provide coherent responses. Conversation data is cleared when the voice session ends.

Your Rights:

• You may opt out of voice features at any time by not using the voice input functionality. Voice features are optional and not required to use the Platform.
• You may request deletion of any stored voice-related data by contacting privacy@vendoh.com.

16.4 Cross-Border Data Transfer

Your personal data may be transferred to and processed in countries outside Nigeria, specifically:

• United States: OpenAI (voice transcription and AI processing), Mapbox (location services).
• Other jurisdictions: Where our payment partners, cloud infrastructure providers, or analytics services maintain servers.

These transfers are made in compliance with Section 41–43 of the NDPA, with appropriate safeguards including:

• Contractual protections (standard contractual clauses) with each data processor.
• Verification that the receiving country or organization provides an adequate level of data protection.
• Your informed consent to such transfers (provided through acceptance of these Terms).

16.5 Data Retention

Personal data is retained as follows:

You may request data deletion (subject to legal retention obligations) by contacting privacy@vendoh.com. Vendoh will process deletion requests within 30 days as required by the NDPA.

16.6 Data Subject Rights

Under the NDPA, you have the right to:

• Access: Request a copy of your personal data held by Vendoh.
• Rectification: Request correction of inaccurate or incomplete personal data.
• Erasure: Request deletion of your personal data (subject to legal retention obligations).
• Restriction: Request restriction of processing in certain circumstances.
• Portability: Request your personal data in a structured, commonly used, machine-readable format.
• Objection: Object to processing based on legitimate interest or for direct marketing.
• Withdraw Consent: Withdraw consent for processing at any time (without affecting the lawfulness of prior processing).
• Automated Decision-Making: Request human review of decisions made solely through automated processing that significantly affect you.

To exercise any of these rights, contact privacy@vendoh.com or dpo@vendoh.com. Vendoh will respond within 30 days.

16.7 Data Breach Notification

In the event of a personal data breach that is likely to pose a high risk to your rights and freedoms:

• Vendoh will notify the NDPC within 72 hours of becoming aware of the breach, as required by the NDPA.
• Vendoh will notify affected Users without undue delay with clear information about the nature of the breach, the data affected, and recommended protective actions.

16.8 Data Sharing

Vendoh shares personal data with:

• OPay, Paystack, and Monnify and other authorized payment partners — for payment processing and transaction verification.
• OpenAI — for voice transcription and AI processing (voice data only, with consent).
• Mapbox — for location and mapping services (location data only).
• Background check providers — for Vendor identity and criminal record verification.
• Cloud infrastructure providers — for hosting and data storage (with contractual safeguards).
• Analytics providers — for anonymized usage analytics and platform improvement.
• Law enforcement and regulatory authorities — when required by law, valid court order, or to protect safety.

Vendoh does not sell personal data to advertisers, marketers, or data brokers.

16.9 Security

Vendoh uses industry-standard security measures including:

• Encryption: TLS 1.3 for data in transit; AES-256 for data at rest.
• Secure password storage: Bcrypt hashing with salt.
• 3D Secure authentication: For card payments.
• Access controls: Role-based access limiting employee access to personal data on a need-to-know basis.
• Security audits: Regular security assessments and penetration testing.
• Fraud detection: ML-based transaction analysis, device fingerprinting, and velocity checks.

However, no system is 100% secure. While we implement robust security measures, you acknowledge the inherent risks of transmitting data over the internet.

For full privacy details, see the Vendoh Privacy Policy.

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17. TAX AND FISCAL OBLIGATIONS

17.1 Vendoh's Tax Obligations

Vendoh is registered with the Federal Inland Revenue Service (FIRS) and complies with all applicable Nigerian tax laws, including:

• Value Added Tax (VAT): VAT at the prevailing rate (currently 7.5%) applies to Vendoh's Commission (platform service fee). Where applicable, VAT is included in the total price displayed to Clients.
• Company Income Tax (CIT): Vendoh pays CIT on its taxable income as required.
• Stamp Duty: Electronic transactions on the Platform may be subject to stamp duty as prescribed by the Stamp Duties Act (as amended by the Finance Act 2019). Any applicable stamp duty charges will be disclosed.

17.2 Vendor Tax Obligations

As independent contractors, Vendors are solely responsible for:

• Filing and paying personal income tax with the relevant State Internal Revenue Service (SIRS) or FIRS.
• Registering for and remitting VAT if their annual turnover exceeds the VAT registration threshold.
• Maintaining accurate records of all income earned through the Platform.
• Obtaining a Tax Identification Number (TIN) where required.

Vendoh may provide Vendors with annual earnings statements to assist with tax compliance but does not provide tax advice.

17.3 Withholding Tax

Where required by Nigerian tax law, Vendoh may deduct Withholding Tax (WHT) at the applicable rate from Vendor payouts and remit such amounts to FIRS on the Vendor's behalf. Vendors will be provided with Withholding Tax credit notes which may be offset against their income tax liability.

17.4 Tax Reporting

Vendoh reserves the right to:

• Report transaction data to tax authorities as required by Nigerian law.
• Cooperate with FIRS and SIRS in tax audits and investigations.
• Require Users to provide their TIN or other tax identification as a condition of Account activation or continued use.

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18. LIMITATION OF LIABILITY AND DISCLAIMERS

18.1 No Warranties

THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY.

Vendoh disclaims all representations and warranties, including:

• Merchantability, fitness for a particular purpose, or non-infringement.
• Uninterrupted, error-free, or virus-free Platform operation.
• Accuracy, completeness, or reliability of Vendor profiles, qualifications, or descriptions.
• Safety, legality, quality, or timeliness of any Services offered through the Platform.
• Availability of Vendors in any particular service category, location, or timeframe.

These disclaimers do not exclude or limit liability that cannot be excluded or limited under Nigerian law, including liability for death or personal injury caused by negligence, or liability for fraud or fraudulent misrepresentation.

18.2 No Liability for Third-Party Services

Vendoh is NOT liable for:

• Quality, safety, performance, or outcomes of Services provided by Vendors.
• Any injury, property damage, or economic loss resulting from Services.
• Breach of contract between Clients and Vendors.
• Harassment, discrimination, or misconduct by Users.
• Data loss or misuse of information by Vendors, Third-Party Service Providers, or other parties.
• Failures, delays, or errors of payment partners (OPay, Paystack, Monnify) or payment processing.
• Failures or inaccuracies of Third-Party Service Providers (OpenAI, Mapbox, or others).
• Content, products, or services available through third-party links or integrations.

YOU USE THE PLATFORM AND ENGAGE VENDORS AT YOUR OWN RISK. The contract for Services is between the Client and the Vendor; Vendoh is not a party to that contract.

18.3 Limitation of Liability for Vendoh

TO THE MAXIMUM EXTENT PERMITTED BY NIGERIAN LAW:

Vendoh's total aggregate liability to you for any and all claims arising from these Terms, the Platform, or Services shall not exceed the greater of:

• The total amount you paid to Vendoh through Commissions or Subscription fees in the 6 months preceding the claim; or
• ₦100,000.

This liability is limited to direct, quantifiable losses only. VENDOH SHALL NOT BE LIABLE FOR:

• Indirect, incidental, consequential, special, exemplary, or punitive damages.
• Lost profits, lost revenue, lost business opportunity, or loss of goodwill.
• Loss of data, corruption of data, or interruption of business.
• Reputational harm, emotional distress, or mental anguish.
• Damages arising from events beyond Vendoh's reasonable control (force majeure).

18.4 Exceptions

The limitations in Section 18.3 do not apply to:

• Vendoh's gross negligence, willful misconduct, or criminal conduct.
• Death or personal injury caused by Vendoh's negligence.
• Vendoh's fraud or fraudulent misrepresentation.
• Breach of fundamental statutory duties that cannot be excluded under Nigerian law.
• Vendoh's violation of NDPA obligations resulting in demonstrable harm from unauthorized data processing.
• Any other liability that cannot be excluded or limited under the FCCPA or other mandatory Nigerian consumer protection legislation.

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19. INDEMNIFICATION

19.1 Vendor Indemnification

You (as a Vendor) agree to indemnify, defend, and hold harmless Vendoh, its directors, officers, employees, agents, and affiliates from any claims, demands, damages, losses, costs, or liabilities (including reasonable legal fees) arising from:

• Your performance or non-performance of Services.
• Your violation of these Terms, Nigerian law, professional regulations, or third-party rights.
• Injury or property damage caused by your negligence, misconduct, or breach of duty.
• Your breach of professional standards, safety obligations, or insurance requirements.
• Claims by a Client, third party, or regulatory authority related to your Services.
• Any misclassification claims alleging an employment relationship between you and Vendoh.
• Your failure to comply with tax obligations.

19.2 Client Indemnification

You (as a Client) agree to indemnify, defend, and hold harmless Vendoh from any claims arising from:

• Your provision of inaccurate or misleading Booking information.
• Your harassment, abuse, discrimination, or misconduct toward a Vendor.
• Your unauthorized use of the Platform (e.g., fraudulent payments, use of stolen credentials).
• Your violation of Vendor intellectual property, privacy rights, or confidentiality.
• Off-Platform transactions or circumvention of Escrow protections.
• Your violation of these Terms or applicable law.

19.3 Scope of Indemnification

You agree to:

• Defend Vendoh against third-party claims at your expense.
• Reimburse Vendoh for reasonable legal fees, settlements, judgments, and damages.
• Not settle any claim without Vendoh's prior written consent.
• Cooperate fully with Vendoh in the defense of any claim.

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20. VENDOR DEACTIVATION AND GROUNDS FOR REMOVAL

Vendoh may deactivate or permanently remove a Vendor from the Platform for the following grounds:

Right to Appeal: Deactivated Vendors may appeal within 14 days by submitting a written appeal with supporting evidence to appeals@vendoh.com. Vendoh will review and respond within 10 business days. Appeals related to permanent removal for criminal conduct, fraud, or serious safety violations are subject to a higher evidentiary standard for reinstatement.

FCCPC Escalation: If a Vendor believes their deactivation was unfair or violated consumer protection principles, they may file a complaint with the Federal Competition and Consumer Protection Commission (FCCPC).

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21. MODIFICATIONS AND DISCONTINUATION OF SERVICES

21.1 Right to Modify

Vendoh may modify, enhance, suspend, or discontinue any Platform feature, service, or function with or without notice. We will provide at least 30 days' notice for material changes that affect Bookings, payments, Commission rates, or core Platform functionality.

21.2 Continued Operation

Except as stated in Section 21.1, Vendoh will use commercially reasonable efforts to maintain the Platform and essential Services (Booking, Escrow, messaging, dispute resolution) during the term of these Terms.

21.3 Discontinuation of Platform

If Vendoh discontinues the Platform entirely:

• All Escrow funds will be returned to Clients or released to Vendors (less any final Commission and applicable fees).
• Users will be notified at least 60 days in advance.
• Vendoh will assist Users in migrating personal data where technically feasible and permitted by law.
• Premium Subscription fees for unused periods will be refunded pro rata.

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22. COMMUNICATIONS AND NOTIFICATIONS

22.1 How We Contact You

Vendoh communicates with Users via:

• In-app notifications within the Platform.
• Email to the address registered with your Account.
• SMS text messages to your registered phone number (for urgent matters like payment confirmations, OTPs, and security alerts).
• Push notifications (if you have enabled them on your device).

22.2 Your Consent to Electronic Communications

By creating an Account, you consent to receive electronic communications from Vendoh in compliance with NCC (Nigerian Communications Commission) anti-spam regulations. Specifically:

• Transactional communications (Booking confirmations, payment receipts, Dispute notifications, security alerts): You cannot opt out of these, as they are essential to Platform operation.
• Marketing communications (promotions, newsletters, product updates): You may opt out at any time in your Account settings or by clicking "unsubscribe" in marketing emails. Opting out of marketing does not affect transactional communications.
• SMS communications: By providing your phone number, you consent to receiving SMS messages for authentication (OTP), urgent notifications, and marketing (with opt-out). Standard SMS rates may apply.

22.3 Notice to Vendoh

You may contact Vendoh at:

• General Support: support@vendoh.com
• Legal/Disputes: legal@vendoh.com
• Privacy/Data Protection: privacy@vendoh.com / dpo@vendoh.com
• Appeals: appeals@vendoh.com
• In-App Support Chat: Available within the Platform
• Mailing Address: Vendoh Limited, [Insert Full Registered Address], Lagos, Nigeria

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23. GOVERNING LAW AND JURISDICTION

23.1 Applicable Law

These Terms and all matters arising out of or relating to the Platform, your use of the Platform, or the relationship between you and Vendoh shall be governed by and construed in accordance with the laws of the Federal Republic of Nigeria, without regard to conflict of law principles.

23.2 Venue and Jurisdiction

Subject to the ADR provisions in Section 10.4, both parties irrevocably consent to the exclusive jurisdiction of the Lagos State High Court for any legal proceedings arising from these Terms or the Platform. This includes:

• Breach of contract claims.
• Tort and negligence claims.
• Intellectual property disputes.
• Consumer protection disputes.
• Data protection disputes.

Where the Service was delivered in a State other than Lagos, the High Court of that State shall also have jurisdiction, at the claimant's election.

23.3 Dispute Resolution Escalation Order

Before commencing litigation, disputes shall follow this escalation order:

1. Internal Mediation: Use the Platform's mediation process (Section 10.2).
2. Alternative Dispute Resolution: Mediation or arbitration at the Lagos Multi-Door Courthouse or accredited ADR centre (Section 10.4).
3. Litigation: Filing in the court of competent jurisdiction (Section 23.2).

Commencement of litigation without first attempting internal mediation may be raised as an objection by the responding party.

23.4 Statutory Compliance

These Terms are drafted in compliance with and subject to the following Nigerian legislation (as amended from time to time):

• Nigeria Data Protection Act 2023 (NDPA) — personal data processing and protection.
• Federal Competition and Consumer Protection Act 2018 (FCCPA) — consumer protection, fair trade, pricing transparency.
• Cybercrimes (Prohibition, Prevention, etc.) Act 2015 (as amended) — cybersecurity, electronic transactions, data retention.
• Evidence Act 2011 (Sections 84, 93) — admissibility of electronic contracts and records.
• Central Bank of Nigeria guidelines — digital financial services, AML/KYC, payment processing.
• Nigerian Communications Commission regulations — electronic communications, anti-spam.
• Companies and Allied Matters Act 2020 (CAMA) — corporate governance.
• Labour Act (Cap L1, LFN 2004) — independent contractor classification.
• Arbitration and Mediation Act 2023 — ADR proceedings.
• Finance Act 2019/2020 — VAT, stamp duty, and digital economy taxation.
• NITDA Code of Practice for interactive computer service platforms.

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24. SEVERABILITY AND ENTIRE AGREEMENT

24.1 Severability

If any provision of these Terms is found to be invalid, illegal, or unenforceable by a court of competent jurisdiction, arbitral tribunal, or regulatory authority:

• That provision shall be severed or modified to the minimum extent necessary to make it valid.
• The remaining provisions shall continue in full force and effect.
• The severed or modified provision shall be replaced with a valid provision reflecting the original commercial intent as closely as possible.

24.2 Entire Agreement

These Terms, together with the Privacy Policy, Vendor Agreement, and any other documents expressly referenced herein, constitute the entire agreement between you and Vendoh regarding the Platform. They supersede all prior negotiations, representations, understandings, and agreements (written or oral) regarding the same subject matter.

24.3 No Waiver

Vendoh's failure to enforce any provision does not constitute a waiver of that provision or any other provision. Any waiver must be in writing and signed by an authorized Vendoh representative. A waiver of any term or condition on one occasion does not constitute a waiver of such term or condition on any subsequent occasion.

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25. CONTACT INFORMATION AND COMPLAINTS

25.1 For Customer Support

• Email: support@vendoh.com
• In-App Support Chat: Available within the Platform
• Response Time: We aim to respond within 24 hours on business days

25.2 For Legal or Compliance Matters

• Email: legal@vendoh.com
• Mailing Address: Vendoh Limited, [Insert Full Registered Address], Lagos, Nigeria

25.3 For Data Protection and Privacy Concerns

• Data Protection Officer: dpo@vendoh.com
• General Privacy: privacy@vendoh.com
• NDPA Complaints: If unsatisfied with our response, you may escalate to the Nigeria Data Protection Commission (NDPC) at www.ndpc.gov.ng

25.4 For Consumer Protection and Regulatory Issues

• Federal Competition and Consumer Protection Commission (FCCPC): Complaints about unfair practices, pricing transparency, or consumer protection violations can be filed at www.fccpc.gov.ng
• Central Bank of Nigeria (CBN): Complaints about payment processing can be directed to the CBN Consumer Protection Department
• National Information Technology Development Agency (NITDA): Complaints about platform conduct can be directed to NITDA

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26. FINAL PROVISIONS

26.1 Assignment

• Vendoh may assign or transfer these Terms and its rights/obligations in connection with a merger, acquisition, reorganization, or sale of all or substantially all of its assets, upon notice to Users.
• You may not assign, transfer, or sublicense these Terms or any rights hereunder without Vendoh's prior written consent.

26.2 Relationship of Parties

Nothing in these Terms creates a partnership, joint venture, agency, employment, or fiduciary relationship between you and Vendoh. You are an independent user of the Platform, not an agent, employee, or representative of Vendoh. This applies to all Users, including Vendors (see Section 8.2).

26.3 Survival

The following sections survive termination of these Terms or your Account:

• Section 10 (Dispute Resolution)
• Section 12 (Intellectual Property)
• Section 14 (Referral Program — for accrued rewards)
• Section 15 (Cybersecurity — data retention obligations)
• Section 16 (Privacy and Data Protection — retention obligations)
• Section 17 (Tax — accrued obligations)
• Section 18 (Limitation of Liability)
• Section 19 (Indemnification)
• Section 23 (Governing Law)
• Section 24 (Severability and Entire Agreement)
• All other sections relating to past activities, accrued obligations, or ongoing rights

26.4 Notices

Notices to Vendoh must be sent by email or formal mail to the addresses in Section 25. Notices to you will be sent to the email address or phone number registered with your Account. Notices are deemed received when sent to the correct address on file.

26.5 Language

These Terms are drafted in English. If translated into any other language, the English version shall prevail in the event of any inconsistency or dispute.

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SCHEDULE A: COMMISSION RATES BY SERVICE CATEGORY

Standard Commission Rate

The standard Vendoh Commission rate is 15% of the Service Fee across all categories.

Launch Promotional Rate

During Vendoh's launch phase (the first 3 to 6 months from platform launch), a reduced promotional Commission rate of 7.5% applies across all service categories. This promotional rate is designed to attract early adopters and build the marketplace ecosystem.

The exact end date of the launch promotional period will be communicated to Vendors at least 30 days before the transition to the standard rate. Vendoh reserves the right to extend the promotional period at its sole discretion.

Rate Transition

When the promotional period ends:

• Vendors will receive at least 30 days' advance notice before the standard 15% rate takes effect.
• The new rate applies to Bookings confirmed after the transition date. Bookings confirmed during the promotional period are honored at 7.5%.
• Updated rates are published in the Vendor dashboard and communicated via email and in-app notification.

Commission rates are subject to change with 30 days' notice to Vendors.

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CONCLUSION

By using the Vendoh Platform, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service, the Privacy Policy, and all other referenced policies. If you have questions or concerns, please contact us at support@vendoh.com.

Thank you for using Vendoh — connecting Nigeria's communities with trusted local services.

"Hello Vendoh... all your vendors in one place."

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Document Version History:

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This document is a draft and subject to review by qualified Nigerian legal counsel before finalization. All information is current as of the date listed and may be subject to change as Nigerian law evolves, regulatory guidance is issued, or Vendoh operations expand. Vendoh strongly recommends that this document be reviewed by a commercial lawyer with expertise in Nigerian fintech, marketplace platforms, and data protection law before publication.