Vendor Agreement & Terms of Service

IN THE MATTER OF COMMERCIAL OPERATIONS AND VENDOR CONDUCT ON THE GOODEALS E-COMMERCE PLATFORM VENDOR AGREEMENT & TERMS OF SERVICE Effective Date: 17 October 2025 ARTICLE 1: BINDING AGREEMENT 1.1. This document (the "Vendor Agreement") constitutes a legally binding contract between the individual or entity registering as a seller ("Vendor," "you," "your") and GOODEALS NIGERIA LTD. ("GOODEALS," "we," "us," "our"). 1.2. By completing the vendor registration process and listing goods for sale on the GOODEALS platform ("Platform"), you affirm that you have the authority to bind your business and that you have read, understood, and unequivocally agree to all terms and conditions contained herein. 1.3. This Agreement incorporates by reference all other GOODEALS policies, including but not limited to the General Terms of Service, Privacy Policy, Acceptable Use Policy, and Product Listing Policy. ARTICLE 2: VENDOR OBLIGATIONS AND COVENANTS 2.1. Product Authenticity and Quality: You covenant and warrant that all goods you list for sale on the Platform are authentic, new (unless explicitly stated otherwise in a "used" category), safe, and free from any defects. The sale of counterfeit, replica, or otherwise unauthorized goods is a material breach of this Agreement and will result in immediate termination of your account. 2.2. Accurate Product Listings: You are solely responsible for the accuracy and completeness of your product listings. This includes, but is not limited to, product titles, descriptions, specifications, prices, and images. All information must be truthful and not misleading to the Buyer. 2.3. Order Fulfillment: You are obligated to process and ship all orders received through the Platform in a timely and professional manner. You agree to meet or exceed the shipping timeframes specified in your listings and to adhere to the GOODEALS Shipping and Delivery Policy. 2.4. Customer Service: You shall be the first point of contact for all Buyer inquiries and complaints related to your products and orders. You agree to respond to customer service inquiries professionally and within a commercially reasonable timeframe. 2.5. Compliance with Laws: You represent and warrant that you and your business operations will comply with all applicable laws and regulations of the Federal Republic of Nigeria, including but not limited to those concerning consumer protection, product safety, and taxation. ARTICLE 3: FEE STRUCTURE AND PAYOUT SCHEDULE 3.1. Commission Fee: In consideration for the use of the Platform, GOODEALS shall charge you a commission fee on each sale. The specific commission percentage is detailed in the "Fee Schedule," which is provided during your onboarding and may be updated from time to time with prior notice. 3.2. Payment Processing Fee: All transactions are subject to a standard payment processing fee, which will be deducted from the total transaction amount. 3.3. Payout Schedule: a. Funds from a completed sale will become available for payout to you after a clearing period of seven (7) business days from the date the order is confirmed as "Delivered." This period is necessary to account for potential returns or disputes. b. Payouts will be disbursed to your designated bank account on a weekly basis, consolidating all cleared funds from the previous week. ARTICLE 4: CONTENT OWNERSHIP AND LICENSE GRANT 4.1. You retain all intellectual property rights to the content you upload to the Platform, including your logos, trademarks, product images, and descriptions ("Vendor Content"). 4.2. You hereby grant GOODEALS a non-exclusive, worldwide, royalty-free, perpetual, and irrevocable right and license to use, reproduce, display, distribute, and create derivative works from your Vendor Content in connection with the operation, marketing, and promotion of the GOODEALS Platform. ARTICLE 5: ACCOUNT SUSPENSION AND TERMINATION 5.1. GOODEALS, at its sole discretion, reserves the right to suspend or permanently terminate your Vendor account for any breach of this Agreement or its associated policies. 5.2. Grounds for such action include, but are not limited to: a. The sale of counterfeit or prohibited items. b. A high rate of negative Buyer feedback or order cancellations. c. Failure to fulfill orders in a timely manner. d. Engaging in fraudulent or deceptive practices. e. Repeated infringement of intellectual property rights. ARTICLE 6: LIMITATION OF LIABILITY AND INDEMNIFICATION 6.1. Limitation of Liability: GOODEALS is a marketplace facilitator and is not a party to the contract of sale between you and the Buyer. To the fullest extent permitted by law, GOODEALS shall not be liable for any damages or losses (including loss of profits) arising from your use of the Platform or your sale of goods. 6.2. Indemnification: You agree to indemnify, defend, and hold harmless GOODEALS and its officers, directors, employees, and agents from and against any and all claims, liabilities, damages, losses, and expenses (including reasonable legal fees) arising out of or in any way connected with: a. Your breach of this Vendor Agreement. b. Your products, including any product liability claims. c. Any injury, death, or property damage caused by your products. d. Your violation of any applicable law or the rights of a third party. ARTICLE 7: GOVERNING LAW AND JURISDICTION 7.1. This Vendor Agreement shall be governed by and construed in accordance with the laws of the Federal Republic of Nigeria. Any disputes shall be subject to the exclusive jurisdiction of the courts of Nigeria. By creating a Vendor account on the GOODEALS Platform, you acknowledge that you have read, understood, and agreed to be legally bound by this Vendor Agreement.