Vendor Agreement

1. PARTIES AND DEFINITIONS

1.1 Parties

This Vendor Agreement ("Agreement") is entered into between:

(a) VENDOH LIMITED ("Vendoh"), a company duly registered under the laws of the Federal Republic of Nigeria, with its principal place of business at Lagos, Nigeria ("Platform Owner"); and

(b) [VENDOR NAME] ("Vendor"), an independent service provider who has applied for and been accepted to provide services through the Vendoh platform.

1.2 Definitions

In this Agreement, the following terms shall have the meanings ascribed to them:

• "Account" means the Vendor's registered account on the Vendoh Platform.
• "Client" means any person or entity who engages Vendor's services through the Vendoh Platform.
• "Commission" means the service fee charged by Vendoh and deducted from payments received by Vendor, calculated as a percentage of the Service Fee.
• "Escrow" means the secure holding of Client payment by Vendoh's licensed payment service providers (OPay, Paystack, and Monnify) until Service completion and Client confirmation.
• "NIN" means National Identification Number issued by the Nigeria Immigration Service.
• "Platform" means the Vendoh mobile application, website, and associated systems through which Vendor may offer and provide services.
• "Pro Vendor" means the optional premium subscription tier offering enhanced visibility and features.
• "Service" means the service(s) offered by Vendor and rendered to Clients through the Platform.
• "Service Agreement" means the contract entered into between Vendor and Client for provision of a specific Service.
• "Service Fee" means the agreed price for a Service before Commission deduction.
• "SLA" means Service Level Agreement specifying performance standards.
• "User" means any person or entity using the Vendoh Platform.
• "We/Us/Our" refers to Vendoh Limited and/or its representatives, agents, and subsidiaries.

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2. INDEPENDENT CONTRACTOR STATUS

2.1 No Employment Relationship

The Vendor is an independent contractor and NOT an employee, agent, representative, or partner of Vendoh. Nothing in this Agreement shall create an employment relationship, partnership, or joint venture between Vendor and Vendoh.

2.2 Vendor Responsibilities

As an independent contractor, Vendor is solely responsible for:

(a) Obtaining all necessary professional licenses, permits, and certifications required to provide the Services in Nigeria;

(b) Maintaining all insurance coverage required by Nigerian law and this Agreement;

(c) Determining the manner, means, and method of performing Services, subject to the Service Level Agreements and quality standards outlined herein;

(d) Providing all tools, equipment, and materials necessary for Service provision, unless otherwise agreed in writing;

(e) Paying all personal income taxes, Value Added Tax (VAT), and other statutory obligations;

(f) Maintaining professional indemnity and public liability insurance as specified in Section 5 of this Agreement;

(g) Complying with all applicable Nigerian employment laws, health and safety regulations, and professional standards in their field.

2.3 No Benefits

Vendor is not entitled to any employee benefits, including but not limited to:

• Health insurance or medical benefits
• Pension or retirement contributions
• Paid leave, sick leave, or holiday pay
• Workers' compensation coverage
• Any other statutory or discretionary benefits

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3. SERVICE QUALITY STANDARDS AND SLAs

3.1 Service Standards

Vendor agrees to provide Services that meet or exceed the following quality standards:

(a) Professionalism: All Services shall be rendered in a professional and courteous manner, adhering to industry best practices and applicable professional codes of conduct;

(b) Competence: Services shall be performed with the skill and care expected of a competent professional in the relevant field;

(c) Timeliness: Services shall be completed on or before the agreed deadline, unless modified by mutual written consent;

(d) Cleanliness and Safety: Where applicable, Vendor shall maintain a clean and safe working environment and conduct Services in compliance with Nigerian health and safety standards;

(e) Honesty and Integrity: All representations regarding qualifications, experience, and Service offerings shall be truthful and accurate.

3.2 Response Time SLA

(a) Vendor agrees to acknowledge booking requests within 4 hours of receipt;

(b) Vendor shall communicate any delays, cancellations, or issues to the Client within 2 hours of becoming aware of such matters;

(c) Failure to meet response time requirements may result in automatic cancellation with penalty assessment (see Section 7).

3.3 Completion Rate SLA

(a) Vendor shall maintain a Service completion rate of at least 95% (calculated on a rolling 30-day basis);

(b) Cancellations initiated by Vendor shall be counted against completion rate unless due to documented Client breach;

(c) Persistent failure to meet the 95% completion rate may result in Account deactivation.

3.4 Service Amendments

Any changes to agreed Service scope, timing, or pricing must be communicated to the Client through the Platform and documented before execution. Undisclosed price increases or scope reductions are prohibited and may constitute grounds for Client refund and Account review.

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4. BACKGROUND CHECKS AND VENDOR VERIFICATION

4.1 Mandatory Verification Requirements

As a condition of Account activation and continued Platform access, Vendor agrees to complete and pass the following verification:

4.1.1 National Identification Number (NIN) Verification

(a) Vendor shall provide a valid National Identification Number (NIN) issued by the Nigeria Immigration Service;

(b) Vendor authorizes Vendoh to verify the NIN against government databases and to store NIN data in compliance with applicable data protection laws;

(c) Fraudulent or falsified NIN information shall result in immediate Account termination and may be reported to relevant authorities.

4.1.2 Photo Identification

(a) Vendor shall provide a clear, recent photo matching the government-issued ID (National ID card, International Passport, or Driver's License);

(b) Vendoh reserves the right to request updated photos if ID appears outdated or unclear;

(c) Photos provided may be shared with Clients to ensure trust and security on the Platform.

4.1.3 Address Verification

(a) Vendor shall provide a current residential address in Nigeria;

(b) Address shall be verified through utility bills, rental agreements, or other government-approved documentation;

(c) Vendor shall update address information within 14 days of any change.

4.1.4 Profiling and Risk Assessment

(a) Vendoh shall conduct background screening to identify any criminal records, fraud history, or regulatory violations relevant to Vendor's proposed Service category;

(b) Depending on Service type (e.g., in-home services, childcare, elder care), enhanced screening may be required;

(c) The results of background screening shall be confidential and used solely for onboarding and fraud prevention purposes.

4.2 Ongoing Verification

(a) Vendoh reserves the right to request updated verification documents at any time;

(b) Failure to provide requested verification documents within 14 days shall result in Account suspension;

(c) Repeated failure to comply with verification requests shall result in Account termination.

4.3 Consent to Verification

(a) Vendor consents to Vendoh's use of third-party verification services, background check providers, and government databases to verify identity and conduct;

(b) Vendor waives any claim of privacy violation related to these verification activities, to the extent permitted by law;

(c) Vendor authorizes Vendoh to share verification results with relevant regulatory bodies if required by law.

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5. INSURANCE AND LIABILITY

5.1 Insurance Requirements

5.1.1 General Professional Liability

(a) Vendor shall obtain and maintain professional liability insurance (also known as errors and omissions insurance) with minimum coverage of ₦5,000,000 (Five Million Naira) per occurrence;

(b) Coverage shall extend for the duration of the Agreement and for a minimum of 12 months after Account termination or Agreement expiration;

(c) Certificate of insurance shall be provided to Vendoh upon request.

5.1.2 Public Liability Insurance

(a) Vendor shall obtain and maintain public liability insurance with minimum coverage of ₦10,000,000 (Ten Million Naira) per occurrence;

(b) This insurance shall cover bodily injury, property damage, and personal injury caused by Vendor's negligence or actions while performing Services;

(c) Coverage shall include in-home services, workplace services, and any location where Services are rendered.

5.1.3 Specialized Insurance by Service Category

Depending on Service category, additional insurance may be required:

• Cleaning Services: Extended coverage for accidental damage to Client property (minimum ₦5,000,000)
• Artisan/Construction Services: Workers' compensation insurance where Vendor employs assistants (minimum ₦10,000,000)
• Transportation/Moving Services: Vehicle insurance (third-party minimum) and goods in transit insurance
• Childcare/Elder Care: Enhanced liability and care provider coverage (minimum ₦10,000,000)

5.2 Vendor Liability

5.2.1 Indemnification

Vendor shall defend, indemnify, and hold harmless Vendoh, its officers, directors, employees, and agents from any and all claims, damages, liabilities, costs, and expenses (including legal fees) arising from:

(a) Vendor's performance or non-performance of Services;

(b) Vendor's breach of this Agreement;

(c) Bodily injury, property damage, or economic loss caused by Vendor's actions or negligence;

(d) Vendor's violation of applicable Nigerian law or professional regulations;

(e) Claims arising from Vendor's breach of confidentiality or misuse of Client information;

(f) Any fraudulent, illegal, or unethical conduct by Vendor.

5.2.2 Limitation of Liability

(a) Vendor's total liability under this Agreement shall not exceed the total Commission paid to Vendor in the 12 months preceding the claim;

(b) Vendor shall not be liable for indirect, incidental, consequential, special, or punitive damages;

(c) These limitations do not apply to Vendor's indemnification obligations or claims arising from Vendor's gross negligence or fraud.

5.3 Insurance Claims

(a) Vendor shall immediately notify Vendoh of any insurance claim, lawsuit, or threat of legal action related to Services provided;

(b) Vendor shall cooperate fully with Vendoh and Vendoh's insurers in investigating and resolving claims;

(c) Failure to notify Vendoh of claims may result in reduced coverage or Account suspension.

5.4 Proof of Insurance

(a) Vendor shall provide Vendoh with copies of current insurance certificates upon request;

(b) Insurance policies shall name Vendoh as an additional insured party;

(c) Vendor shall ensure that insurers provide Vendoh with 30 days' notice of policy cancellation or material change.

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6. COMMISSION STRUCTURE AND PAYMENT

6.1 Commission Rates

6.1.1 Standard Commission

Vendoh charges a standard Commission rate of 10% of the Service Fee, calculated and deducted as follows:

• Service Fee agreed: ₦100,000
• Commission (10%): ₦10,000
• Amount credited to Vendor: ₦90,000

6.1.2 Promotional Commission Rate

During promotional periods, Vendoh may offer a reduced Commission rate of 7% to incentivize Vendor participation and attract Clients. Promotional rates shall be announced at least 7 days in advance and apply to Services completed during the promotional period.

6.1.3 Pro Vendor Commission Rate

Vendors enrolled in the Pro Vendor subscription shall receive a reduced Commission rate of 8% in exchange for the monthly subscription fee. Pro Vendor benefits include:

• Enhanced visibility in search results and recommendations
• Priority customer support
• Access to advanced analytics dashboard
• Exclusive promotional opportunities
• Badge indicating Pro Vendor status on profile

6.2 Escrow and Payment Processing

6.2.1 Escrow Mechanism

(a) All Client payments for Services shall be held in Escrow by Vendoh until the Client confirms Service completion;

(b) Escrow provides consumer protection and ensures Service quality accountability;

(c) Commission shall be deducted from the escrowed amount upon Client confirmation, not upon Service commencement;

(d) Funds shall be released to Vendor within 5 business days of Client confirmation, minus Commission and any applicable refunds.

6.2.2 Escrow Release Conditions

Escrow funds shall be released to Vendor only when:

(a) The Client has marked the Service as "Completed" in the Platform;

(b) The Client has rated the Service (minimum 1-star rating required);

(c) The Service is not subject to an active dispute or refund request;

(d) Vendor's Account is in good standing (no violations, suspensions, or pending investigations).

6.2.3 Escrow Disputes

If Client disputes Service completion or quality:

(a) Funds shall remain in Escrow pending dispute resolution;

(b) Vendoh shall mediate the dispute and may request evidence from both parties;

(c) Vendoh may authorize partial or full refund to Client if evidence supports the claim;

(d) Vendor shall be notified of the dispute and provided opportunity to respond.

6.3 Payment Frequency and Methods

6.3.1 Payment Schedule

(a) Escrow funds held by Vendoh are released to Vendor within 5 business days of Client confirmation;

(b) Multiple services may be consolidated into weekly or monthly payouts at Vendor's election;

(c) Payment shall be made to the bank account, mobile money account, or other verified payment method provided by Vendor.

6.3.2 Withdrawal Methods

Vendors may withdraw earnings via:

• Direct bank transfer to verified Nigerian bank account
• Mobile money transfer (MTN, Airtel, Glo, 9mobile)
• Vendoh wallet (held on Platform for immediate re-use)

6.4 Refunds and Chargebacks

6.4.1 Client Refunds

(a) If a Client requests a refund within 48 hours of Service completion due to quality issues, Vendoh may authorize a partial or full refund;

(b) Vendor shall not dispute Client refund requests directly; all disputes must be submitted to Vendoh through the Platform;

(c) If a refund is authorized, the deducted amount shall be deducted from Vendor's next payout.

6.4.2 Chargeback Responsibility

(a) Vendor remains liable for any chargeback, payment reversal, or fraud claim initiated by a Client or Client's financial institution;

(b) If a chargeback occurs, Vendor authorizes Vendoh to deduct the chargeback amount plus applicable fees from future earnings;

(c) Multiple chargebacks may result in Account suspension or termination.

6.5 Incorrect Payments

If Vendoh overpays Vendor due to system error or miscalculation, Vendor authorizes Vendoh to recover the overpaid amount through deduction from subsequent payouts, provided Vendoh provides written notice within 30 days of discovery.

6.6 No Refund of Commission

Commission paid to Vendoh is non-refundable, except in cases where Vendoh terminates the Agreement without cause, in which case Vendoh may refund Commission for Services not yet rendered.

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7. CANCELLATION, NO-SHOWS, AND PENALTIES

7.1 Cancellation Policy

7.1.1 Vendor-Initiated Cancellation

(a) If Vendor cancels a confirmed booking, the following penalties apply:

(b) Cancellation penalties are deducted from Vendor earnings and credited as Vendor refund to the Client;

(c) Repeated cancellations (more than 2 per month) may result in Account warnings, suspension, or termination.

7.1.2 Client-Initiated Cancellation

(a) If a Client cancels a confirmed booking:

(b) Compensation is paid from Client refund and charged to Client, not deducted from Vendor earnings.

7.2 No-Show Policy

7.2.1 Vendor No-Show

(a) If Vendor fails to appear for a confirmed Service within 30 minutes of scheduled time without prior notification, this constitutes a "No-Show";

(b) Upon No-Show:

• Client receives 100% refund of Service Fee
• Vendor forfeits 75% of Service Fee (paid to Vendoh as operational costs)
• Remaining 25% credited to Client as discount code
• No-Show is recorded on Vendor's Account

(c) Two No-Shows within 90 days may result in Account suspension;

(d) Three No-Shows within 90 days shall result in Account termination.

7.2.2 Vendor Late Arrival

(a) If Vendor arrives more than 15 minutes late without notification, Client may:

• Cancel the booking and receive full refund, OR
• Proceed with Service and deduct 10% from Service Fee as penalty

(b) Vendors arriving more than 30 minutes late shall have the booking cancelled automatically by the Platform, treated as a No-Show.

7.3 Emergency Cancellation

(a) Vendor may cancel a booking without penalty only if:

• Vendor notifies the Client at least 24 hours in advance, OR
• Vendor provides documented proof of medical emergency, accident, or death in family, OR
• Vendor provides documented proof of natural disaster or force majeure preventing Service provision

(b) Supporting documentation must be provided to Vendoh within 5 business days of cancellation;

(c) Failure to provide documentation results in cancellation penalty assessment.

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8. REVIEW AND RATING SYSTEM

8.1 Mandatory Participation

(a) Vendor agrees to participate actively in Vendoh's review and rating system;

(b) All Services completed through the Platform shall be subject to Client review and star rating (1-5 stars);

(c) Vendor shall encourage Clients to submit reviews and ratings and shall not interfere with the review process;

(d) Reviews are mandatory for dispute resolution and shall not be deleted except as outlined in Section 8.5.

8.2 Rating Categories

Clients may rate Vendors across the following dimensions:

• Overall Service Quality: Did the Service meet expectations? (1-5)
• Professionalism: Was the Vendor courteous, punctual, and professional? (1-5)
• Communication: Did the Vendor communicate effectively and address concerns? (1-5)
• Value for Money: Was the Service worth the price charged? (1-5)
• Cleanliness/Safety: Was the working environment clean and safe? (1-5, if applicable)

8.3 Minimum Rating Threshold

8.3.1 Performance Standards

(a) Vendor shall maintain a minimum average rating of 3.0 stars across all completed Services;

(b) Rating is calculated on a rolling basis considering the most recent 50 completed Services or all Services if fewer than 50 have been completed;

(c) New Vendors (fewer than 10 completed Services) are not subject to rating deactivation during the first 60 days of Platform membership.

8.3.2 Rating Below Threshold

If Vendor's rating falls below 3.0 stars:

• First Notice: Vendoh shall send written notice and provide 14 days for Vendor to improve rating
• Second Notice (if rating remains below 3.0): Vendoh shall suspend Account and provide 7 days for improvement before termination
• Termination: If rating remains below 3.0 after suspension period, Account shall be terminated and Vendor shall not be able to re-apply for 6 months

8.4 Review Response and Feedback

(a) Vendor shall respond to Client reviews within 7 days of posting, whether positive or negative;

(b) Responses should be professional, courteous, and focused on addressing Client concerns;

(c) Responses shall not contain personal attacks, disputes of facts, or unprofessional language;

(d) Platform may remove inappropriate Vendor responses.

8.5 Review Dispute Process

(a) If Vendor believes a review is false, defamatory, or violates Vendoh policies, Vendor may file a dispute within 14 days of review posting;

(b) Dispute must include specific reasons and supporting evidence (photos, messages, etc.);

(c) Vendoh shall investigate and may remove reviews determined to be fraudulent or policy-violating;

(d) Removed reviews are deleted from public profile and rating calculations.

8.6 Review Privacy

(a) Client identities shall not be disclosed to Vendor except for dispute resolution;

(b) Vendors shall not attempt to identify Clients or retaliate against Clients for negative reviews;

(c) Retaliation is grounds for immediate Account termination.

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9. PROFILE REQUIREMENTS AND ACCURACY

9.1 Profile Information Standards

9.1.1 Mandatory Information

Vendor shall provide and maintain accurate, current information in the following fields:

(a) Full Legal Name: Must match government-issued identification;

(b) Service Category: Primary service category plus any secondary categories for which Vendor is qualified;

(c) Years of Experience: Honest assessment of relevant experience; misrepresentation is prohibited;

(d) Qualifications and Certifications: All professional licenses, certifications, and training relevant to Services offered;

(e) Location: Primary service area and any additional areas served;

(f) Availability: Accurate weekly schedule of available service hours;

(g) Hourly Rate or Fixed Pricing: Clear, transparent pricing for Services offered.

9.1.2 Profile Photos

(a) Vendor shall provide a clear, professional profile photo showing the Vendor's face, recent (within 6 months), and unfiltered;

(b) Photos shall be appropriate and not contain offensive, illegal, or inappropriate content;

(c) Vendor shall update profile photo if identity significantly changes (beard removal/addition, major hair change, etc.);

(d) Blurry, heavily filtered, or non-face photos may be rejected by Vendoh and Vendor shall be asked to resubmit.

9.1.3 Service Photos

(a) Where applicable, Vendor shall provide portfolio photos or examples of previous work;

(b) Photos must be genuine work completed by Vendor, not stock images or others' work;

(c) Fraudulent portfolio photos are grounds for immediate Account termination;

(d) Vendor shall not use photos of Client work without Client written consent.

9.2 Honest Pricing

(a) Service fees quoted shall be honest, transparent, and shall not change without prior Client notification;

(b) Hidden fees, surprise charges, or undisclosed surcharges are prohibited and constitute fraud;

(c) If additional charges become necessary (e.g., due to unforeseen circumstances), Vendor shall obtain Client approval before proceeding;

(d) Failure to disclose pricing changes may result in Client refund, Account warning, or termination.

9.3 Profile Updates

(a) Vendor shall update profile information within 14 days of any material change (new certification, service area change, rate adjustment, etc.);

(b) Failure to timely update profile information may result in reduced visibility or Account suspension;

(c) Vendoh may request updated documentation to verify claimed qualifications at any time.

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10. PROHIBITED CONDUCT

10.1 General Prohibitions

Vendor shall NOT:

(a) Engage in Discrimination: Discriminate against Clients based on race, ethnicity, gender, religion, sexual orientation, disability, age, or any other protected characteristic under Nigerian law;

(b) Provide Fraudulent Services: Misrepresent Services, deliver inferior quality, or fail to complete agreed Services;

(c) Solicit Outside the Platform: Attempt to solicit Clients to conduct Services outside the Vendoh Platform to avoid Commission payment;

(d) Share Client Information: Share, sell, or disclose Client personal information or contact details to third parties without Client consent;

(e) Demand Payment Outside Platform: Request Clients to pay via bank transfer, cash, or other methods outside the Vendoh escrow system;

(f) Harassment or Abuse: Harass, threaten, abuse, or behave disrespectfully toward Clients, other Vendors, or Vendoh staff;

(g) Illegal Activities: Use the Platform to engage in, promote, or facilitate illegal activities including theft, fraud, human trafficking, or violence;

(h) Substance Use: Appear for or perform Services while under the influence of alcohol, drugs, or other intoxicating substances;

(i) Safety Violations: Engage in unsafe practices, violate health codes, or breach Client privacy while performing Services;

(j) Intellectual Property Theft: Infringe on copyrights, trademarks, patents, or other intellectual property rights;

(k) Misuse of Platform: Engage in cheating, system gaming, artificial review inflation, or technical abuse of the Platform.

10.2 In-Home Service Conduct Standards

For Vendors providing in-home services (cleaning, repair, artisan work, etc.):

(a) Respect Client Privacy: Do not enter rooms or areas other than those necessary to perform Services;

(b) Security: Do not photograph, video record, or document Client premises without explicit consent;

(c) Valuables: Do not touch, move, or remove Client valuables unless necessary for Service completion;

(d) Appropriate Behavior: Maintain professional demeanor; no inappropriate physical contact, comments, or behavior;

(e) Guest Conduct: If Vendor brings assistants, Vendor is responsible for their conduct and compliance with this Agreement.

10.3 Consequences of Prohibited Conduct

Violation of any prohibition in Section 10 may result in:

• Account warning (first minor violation)
• Account suspension (14-30 days for moderate violations)
• Account termination (immediate for severe violations, fraud, or illegal activity)
• Referral to law enforcement (for crimes or serious misconduct)
• Forfeiture of outstanding earnings (where applicable)

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11. CONFIDENTIALITY AND DATA PROTECTION

11.1 Client Information Confidentiality

(a) Vendor shall maintain strict confidentiality regarding all Client personal information, including names, contact details, addresses, phone numbers, and payment information;

(b) Client information shall only be used for the purpose of performing agreed Services;

(c) Vendor shall not share, sell, or disclose Client information to third parties without explicit Client written consent;

(d) Vendor shall implement reasonable security measures to prevent unauthorized access to Client information;

(e) Upon Account termination, Vendor shall not retain, use, or access any Client information.

11.2 Platform Confidentiality

(a) Vendor shall not disclose Vendoh's proprietary systems, algorithms, pricing models, or business processes;

(b) Vendor shall not share Vendoh's strategic plans, investor information, or financial data;

(c) Vendor shall not publicly disparage Vendoh or the Platform without prior written consent.

11.3 Data Processing and Privacy

(a) Vendor acknowledges that personal data collected on the Platform (Vendor details, Client information, transaction data) shall be processed in accordance with Vendoh's Privacy Policy;

(b) Vendor shall comply with the Data Protection Regulation 2019 (NDPR) and all applicable Nigerian data protection laws;

(c) Vendor has the right to request, access, or delete their personal data as permitted by law;

(d) Vendoh shall retain transaction data for a minimum of 7 years for regulatory and compliance purposes.

11.4 NDPR Compliance

(a) Vendor consents to Vendoh collecting and processing personal data (NIN, phone, email, address, transaction history, ratings) necessary for Platform operation;

(b) Vendoh shall not transfer Vendor data to jurisdictions with inadequate data protection without explicit consent;

(c) Vendor shall promptly notify Vendoh of any unauthorized access to or breach of their Account or personal data.

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12. DISPUTE RESOLUTION

12.1 Informal Resolution

(a) If a dispute arises between Vendor and Client regarding Services, both parties shall attempt to resolve the matter through the Platform's dispute resolution interface;

(b) Vendor shall respond to disputes within 48 hours with relevant documentation (photos, messages, evidence of completion);

(c) Vendoh shall review all evidence and provide a good-faith assessment within 5 business days.

12.2 Vendoh Mediation

(a) If informal resolution fails, Vendoh's dispute resolution team shall mediate the dispute;

(b) Both Vendor and Client shall provide written statements and supporting evidence within 7 days of Vendoh's request;

(c) Vendoh shall render a binding decision within 14 days based on evidence presented;

(d) Vendoh's decision shall be final and not subject to further appeal within the Platform.

12.3 Refund Determination

In determining whether a refund is warranted, Vendoh shall consider:

• Quality of documentation provided by both parties
• Vendor's historical performance and rating
• Nature and severity of alleged Service deficiency
• Vendor's response and willingness to remediate
• Precedent and fairness principles

12.4 Arbitration

(a) Any dispute NOT resolved through Platform mediation may be escalated to binding arbitration under the Nigerian Arbitration and Conciliation Act;

(b) Arbitration shall be conducted by a single arbitrator agreed upon by both parties, or appointed by the Lagos Court of Arbitration;

(c) Arbitration hearing shall be held in Lagos, Nigeria;

(d) Each party shall bear its own legal costs unless the arbitrator determines otherwise;

(e) The arbitration award shall be final and enforceable in Nigerian courts.

12.5 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the Federal Republic of Nigeria, with specific reference to Lagos State law where applicable.

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13. VENDOR DEACTIVATION AND ACCOUNT TERMINATION

13.1 Automatic Deactivation Triggers

Vendor's Account shall be automatically deactivated or terminated if:

13.1.1 Performance-Based Triggers

(a) Low Rating: Average rating falls below 3.0 stars and remains below threshold after notice and remediation period (see Section 8.3);

(b) High Cancellation Rate: Vendor cancellation rate exceeds 15% over any 30-day period;

(c) No-Show Pattern: Two or more no-shows within 90 days (suspension for 14 days) or three no-shows within 90 days (termination);

(d) Completion Rate Failure: Completion rate falls below 95% over any 30-day rolling period and remains below after notice.

13.1.2 Conduct-Based Triggers

(a) Fraud or Dishonesty: Fraudulent billing, fake reviews, platform manipulation, or misrepresentation of Services;

(b) Client Harm: Causing bodily injury, property damage, or financial harm to Clients through negligence or misconduct;

(c) Prohibited Conduct: Violation of Section 10 prohibitions including discrimination, harassment, illegal activity, or safety violations;

(d) Confidentiality Breach: Unauthorized disclosure of Client information or Vendoh proprietary information;

(e) Chargeback Fraud: Initiating or assisting Client chargebacks without legitimate dispute;

(f) Criminal Activity: Conviction of crime relevant to Services offered or Client safety.

13.1.3 Verification Failures

(a) Unverified Identity: Failure to complete background check, NIN verification, or identity verification within 14 days of request;

(b) False Documentation: Providing fraudulent or falsified verification documents;

(c) License Suspension: Professional license or certification revoked or suspended by relevant authority.

13.2 Termination for Cause

(a) Vendoh may immediately terminate this Agreement and Vendor's Account for:

• Fraud or dishonesty
• Illegal activity
• Serious safety violations
• Multiple policy violations after warnings
• Client harm or injury

(b) Termination for cause is effective immediately and does NOT entitle Vendor to notice period.

13.3 Termination Without Cause

(a) Vendoh may terminate this Agreement without cause upon 30 days' written notice to Vendor;

(b) Termination without cause may occur if Vendoh discontinues Services in Vendor's category or reduces vendor capacity;

(c) In case of termination without cause, Vendoh shall pay Vendor for all completed Services, minus applicable refunds or chargebacks.

13.4 Vendor-Initiated Termination

(a) Vendor may terminate this Agreement at any time by providing 7 days' written notice to Vendoh;

(b) Outstanding earnings shall be paid within 5 business days of termination;

(c) Vendor may re-apply for Account activation after 6 months, except where termination was for fraud or serious misconduct (1-year waiting period).

13.5 Effect of Termination

Upon Account termination:

(a) Vendor shall immediately cease offering Services through the Platform;

(b) Vendor shall not access the Platform, Client data, or any Vendoh systems;

(c) All outstanding earnings shall be calculated and paid within 5 business days, minus applicable refunds or chargebacks;

(d) Vendor profile shall be removed or archived within 30 days;

(e) Vendor shall return or destroy any Vendoh materials, equipment, or confidential information if applicable;

(f) Confidentiality obligations shall continue indefinitely after termination.

13.6 Reactivation After Termination

(a) If Account was deactivated due to low rating or performance issues, Vendor may request reactivation after 60 days if metrics have improved;

(b) If Account was terminated for cause (fraud, misconduct), Vendor shall not be permitted to re-apply for 12 months;

(c) Reactivation requests are subject to new background verification and may be denied at Vendoh's discretion.

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14. PRO VENDOR SUBSCRIPTION (OPTIONAL PREMIUM TIER)

14.1 Pro Vendor Program

(a) Vendor may voluntarily enroll in the Pro Vendor premium subscription tier to access enhanced features and benefits;

(b) Pro Vendor is entirely optional and NOT required for Platform membership;

(c) Enrollment is month-to-month with automatic renewal unless cancelled.

14.2 Pro Vendor Benefits

Vendors enrolled in Pro Vendor shall receive:

(a) Enhanced Visibility: Priority placement in search results and client recommendations;

(b) Reduced Commission: Commission rate reduced from 10% to 8% (or 6% during promotional periods);

(c) Pro Badge: "Pro Vendor" badge displayed on profile to indicate premium status;

(d) Advanced Analytics: Access to detailed performance dashboard with booking trends, earnings reports, and client insights;

(e) Priority Support: Dedicated customer support with faster response times (24-hour response SLA);

(f) Promotional Opportunities: First access to promotional campaigns and featured vendor listings;

(g) Monthly Training: Access to webinars and training sessions on customer service best practices.

14.3 Pro Vendor Pricing and Billing

(a) Pro Vendor subscription fee is ₦2,500 per month (subject to change with 30 days' notice);

(b) Fee is deducted automatically from Vendor's earnings on the 1st day of each month;

(c) If earnings are insufficient to cover subscription fee, the fee may be carried forward to the following month or collected from next available earnings;

(d) Subscription fee is non-refundable except where Vendoh discontinues the Pro Vendor program.

14.4 Automatic Downgrade

(a) If Vendor's rating falls below 3.5 stars, Pro Vendor benefits shall be suspended until rating recovers;

(b) Vendor shall not be charged Pro Vendor fee while benefits are suspended, but shall remain enrolled;

(c) Benefits resume automatically when rating reaches 4.0 stars.

14.5 Cancellation of Pro Vendor

(a) Vendor may cancel Pro Vendor subscription at any time through the Platform settings;

(b) Cancellation takes effect at the end of the billing month;

(c) No refund is provided for partial months.

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15. INTELLECTUAL PROPERTY

15.1 Platform Ownership

(a) Vendoh retains all intellectual property rights in the Platform, including software, design, content, and algorithms;

(b) Vendor's license to use the Platform is non-exclusive, revocable, and limited to providing Services through the Platform;

(c) Vendor shall not reverse-engineer, copy, modify, or attempt to extract the underlying code or systems of the Platform.

15.2 Vendor Content

(a) Vendor retains ownership of photos, descriptions, and other content provided in Vendor's profile;

(b) Vendor grants Vendoh a non-exclusive, royalty-free license to use Vendor profile content for Platform operation, marketing, and promotion;

(c) Vendor warrants that all profile content is original, accurate, and does not infringe on third-party intellectual property rights.

15.3 Client Work

(a) Vendor owns the intellectual property in work created during service delivery (e.g., designs, customizations, recommendations);

(b) Client owns the intellectual property in work performed on Client's property or possessions (e.g., repairs, modifications, installations);

(c) Vendor shall not use Client work for commercial purposes or portfolio promotion without Client written consent.

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16. LIMITATION OF LIABILITY

16.1 Limitation of Damages

(a) Except where prohibited by law, Vendoh's total liability to Vendor under this Agreement shall not exceed the total Commission paid to Vendor in the 12 months preceding the claim;

(b) Vendoh shall NOT be liable for:

• Indirect, incidental, consequential, or punitive damages
• Lost profits, lost revenue, or lost business opportunities
• Damage to Vendor's reputation or business relationships
• Third-party claims against Vendor arising from Service provision

(c) These limitations do not apply to:

• Claims for breach of confidentiality
• Indemnification obligations
• Fraud or intentional misconduct by Vendoh
• Any liability that cannot be limited under Nigerian law.

16.2 Platform Availability

(a) Vendoh provides the Platform on an "as-is" basis without warranties of uninterrupted service;

(b) Vendoh shall not be liable for Service interruptions, system downtime, or data loss due to:

• Technical failures or system maintenance
• Third-party service interruptions (internet, payment processors)
• Cybersecurity incidents or hacking (except where Vendoh was grossly negligent)
• Acts of God, natural disasters, or force majeure

(c) Vendoh shall use reasonable efforts to provide secure, reliable Platform service but makes no guarantee of 100% uptime.

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17. FORCE MAJEURE

17.1 Force Majeure Events

(a) Neither party shall be liable for failure to perform obligations under this Agreement due to events beyond reasonable control, including:

• Natural disasters (floods, earthquakes, storms)
• Epidemic or pandemic disease
• War, terrorism, or civil unrest
• Government actions or regulatory changes
• Extreme weather or infrastructure failure
• Power outages or utility failure

(b) The affected party shall provide written notice within 48 hours of the force majeure event.

17.2 Obligation Suspension

(a) Performance obligations are suspended for the duration of the force majeure event;

(b) Vendor shall not be subject to no-show penalties or cancellation fees if unable to perform due to force majeure;

(c) Clients shall receive full refunds for Services that cannot be performed due to force majeure.

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18. AMENDMENTS AND MODIFICATIONS

18.1 Changes to Agreement Terms

(a) Vendoh may modify the terms of this Agreement at any time;

(b) Changes shall be posted on the Platform and communicated to Vendor via email at least 14 days before taking effect;

(c) Vendor's continued use of the Platform after the effective date constitutes acceptance of amended terms;

(d) If Vendor does not accept amended terms, Vendor may terminate this Agreement without penalty within the 14-day notice period.

18.2 Changes to Commission and Fees

(a) Commission rates and service fees may be modified upon 14 days' notice;

(b) Pro Vendor subscription fees may be adjusted with 30 days' notice;

(c) Changes shall not apply retroactively to Services already completed.

18.3 Changes to Platform Features

(a) Vendoh may add, remove, or modify Platform features and functionality without notice;

(b) Vendor shall not be entitled to compensation for feature changes unless they prevent Service delivery.

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19. ENTIRE AGREEMENT AND SEVERABILITY

19.1 Entire Agreement

(a) This Agreement, together with the Privacy Policy, Terms of Service, and any referenced policies, constitutes the entire agreement between Vendor and Vendoh regarding Vendor's use of the Platform;

(b) All prior negotiations, understandings, and agreements are superseded by this Agreement;

(c) No modifications are valid unless made in writing and signed by an authorized Vendoh representative.

19.2 Severability

(a) If any provision of this Agreement is found to be invalid, illegal, or unenforceable by a court of competent jurisdiction, that provision shall be severed;

(b) Remaining provisions shall continue in full force and effect;

(c) The severed provision shall be modified to the minimum extent necessary to make it valid and enforceable, or replaced with a provision that achieves the original economic and legal intent.

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20. CONTACT AND NOTICES

20.1 Notice Requirements

(a) All notices, demands, and communications under this Agreement shall be in writing;

(b) Notices to Vendor shall be sent via:

• Email to the email address registered in Vendor's Account
• Platform notification system
• SMS to the phone number registered in Vendor's Account
• Courier or hand delivery to the address registered in Vendor's Account

(c) Notices to Vendoh shall be sent to:

Vendoh Limited Legal Department Lagos, Nigeria Email: legal@vendoh.ng

(d) Notices are deemed received:

• Immediately upon email or platform notification
• Within 2 business days for SMS
• Within 5 business days for courier
• Upon signature for hand delivery

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21. VENDOR ACKNOWLEDGMENTS

21.1 Vendor Representations

Vendor represents and warrants that:

(a) Vendor is 18 years of age or older and has legal capacity to enter this Agreement;

(b) Vendor has the legal right and authority to perform the Services offered;

(c) Vendor holds all necessary licenses, permits, and certifications required by Nigerian law and professional regulations;

(d) Vendor's professional insurance is current and valid and covers all Services offered;

(e) Vendor has never been convicted of a crime of fraud, theft, violence, or other offense that would disqualify Vendor from the Platform;

(f) Vendor understands and accepts all terms of this Agreement;

(g) Vendor agrees to comply with all applicable Nigerian laws, including NDPR, professional regulations, and tax obligations.

21.2 Independent Advice

(a) Vendor has been advised to seek independent legal, financial, and tax advice before signing this Agreement;

(b) Vendor has had the opportunity to ask questions and obtain clarification on terms;

(c) Vendor's execution of this Agreement is voluntary and not coerced.

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22. EXECUTION AND EFFECTIVENESS

22.1 Agreement Effectiveness

(a) This Agreement becomes effective when Vendor clicks "I Agree" during Account registration;

(b) Vendor shall be deemed to have read, understood, and accepted all terms by submitting the Account registration form;

(c) A signed copy of this Agreement shall be available to Vendor through the Platform account settings at all times.

22.2 Counterparts

(a) This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument;

(b) Electronic signatures and digital acceptance are valid and binding.

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APPENDIX A: COMMISSION AND FEE SCHEDULE

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APPENDIX B: PROHIBITED CONDUCT QUICK REFERENCE

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APPENDIX C: DOCUMENT HISTORY

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Document End

This Vendor Agreement is prepared in accordance with Nigerian law and is intended to be binding upon Vendor's acceptance. Vendoh reserves the right to update this Agreement as the Platform evolves.

For questions regarding this Agreement, contact: legal@vendoh.ng

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Approved for Distribution

Date: March 2026 Status: Draft (Pending Legal Review) Next Steps: Stakeholder review, translation to Yoruba/Igbo, deployment to Platform