IN THE MATTER OF COMMERCIAL OPERATIONS AND VENDOR CONDUCT ON THE GOODEALS E-COMMERCE PLATFORM

VENDOR AGREEMENT & TERMS OF SERVICE

Version: 2.0.0 | Effective Date: 05 August 2026

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, a business operating in the Federal Republic of Nigeria whose incorporation with the Corporate Affairs Commission is currently in progress ("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 grant GOODEALS a non-exclusive, worldwide, royalty-free licence to host, display, reproduce, adapt (for formatting and display purposes), and distribute your Vendor Content for the purpose of operating and promoting the GOODEALS Platform.

4.3. Duration and withdrawal. This licence lasts while your Vendor Content remains on the Platform and for a reasonable period afterwards to allow backups, caches, and archived copies to expire. You may remove your Vendor Content at any time, and the licence ends with it. We may continue to use copies embedded in campaign material already published or distributed before removal, but will not issue new material using your Vendor Content after you remove it or after this Agreement terminates.

4.4. The licence does not extend to using your name, logo, or Vendor Content as an endorsement or testimonial without your separate written consent.

4.5. This Article mirrors Article 5 of the General Terms of Service. Where the two differ, the more protective of your rights applies.

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. Subject to Articles 6.1A and 6.1B, GOODEALS is not liable for indirect, incidental, special, or consequential loss, including loss of profits, revenue, goodwill, or business opportunity, arising from your use of the Platform or your sale of goods.

6.1A. What is never excluded. Nothing in this Agreement excludes or limits our liability for death or personal injury caused by our negligence, for fraud or fraudulent misrepresentation, or for any other liability that cannot lawfully be excluded or limited under the laws of the Federal Republic of Nigeria.

6.1B. Cap on other liability. Subject to Article 6.1A, our total liability to you for all claims arising out of or in connection with this Agreement in any twelve (12) month period is limited to the greater of (a) the total commission and fees you paid to GOODEALS in that period, or (b) the value of the settled proceeds properly due to you and not paid. This cap does not apply to sums we hold and owe you: cleared payout proceeds are payable in full and are a debt, not a claim in damages.

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 is governed by and construed in accordance with the laws of the Federal Republic of Nigeria.

7.2. As a Vendor you act in the course of a business. Proceedings arising out of this Agreement shall be brought in the competent courts of Cross River State, which matches Article 7.3 of the General Terms of Service.

7.3. Nothing in this Article prevents either party from seeking urgent injunctive relief in any court of competent jurisdiction, or from complaining to a regulator.

ARTICLE 8: HOW YOU ACCEPT AND HOW WE AMEND

8.1. Acceptance. You accept this Agreement by ticking the acceptance box during vendor registration. We record the version you accepted, together with the date and time, and will provide that record on request.

8.2. Amendment. We may amend this Agreement, including the Fee Schedule. We will give you at least 30 days' notice, by email or prominent notice in your vendor dashboard, before an amendment takes effect. Where an amendment is required to comply with law or to address a security risk, it may take effect on shorter notice, and we will say so when we notify you.

8.3. If you do not accept an amendment you may close your Vendor account before it takes effect, without penalty. Amendments do not apply retrospectively to orders already placed or to commission already earned.

8.4. Each version of this Agreement carries a version number and effective date. We retain previous versions and will provide the version you accepted on request.