Vendor Agreement

1. Introduction & Acceptance

This Vendor Agreement ("Agreement") is a legally binding contract between you ("Vendor") and Ulisha Limited, a company incorporated under the Companies and Allied Matters Act (CAMA) 2020 of the Federal Republic of Nigeria, operating the Ulisha Store platform ("Platform").

By registering as a Vendor, clicking "Submit" on the Vendor Request form, or listing products on the Platform, you acknowledge that you have read, understood, and agree to be bound by the terms of this Agreement, our Terms of Service, Privacy Policy, and Refund Policy. If you do not agree to these terms, you must not register as a Vendor.

2. Eligibility

You confirm that:

• You are at least 18 years of age and possess the legal capacity to enter into binding contracts under the Nigerian Contract Law and the CAMA 2020.
• If you are a registered business entity, you are duly incorporated or registered under CAMA 2020, operating lawfully within the Federal Republic of Nigeria, and have the requisite authority to bind the entity to this Agreement.
• If you are an individual sole proprietor, you possess a valid means of identification and the legal right to conduct business in Nigeria.
• You have not been previously suspended, banned, or removed from the Platform for violation of our policies.

3. Product Listings

You agree that all products you list on the Platform shall:

• Be genuine, authentic, and accurately described in all material respects, in compliance with the Federal Competition and Consumer Protection Act (FCCPA) 2018 and the Standards Organisation of Nigeria Act.
• Be legally obtained, lawfully owned, and free from any encumbrance, lien, or third-party claim that would prevent lawful sale.
• Comply with all applicable Nigerian laws, regulations, and industry standards, including but not limited to product safety, labelling, and certification requirements prescribed by the National Agency for Food and Drug Administration and Control (NAFDAC) and the Standards Organisation of Nigeria (SON) where applicable.
• Not be counterfeit, pirated, stolen, prohibited, restricted, or otherwise illegal under the laws of the Federal Republic of Nigeria.
• Not infringe upon the intellectual property rights, trademarks, copyrights, or patents of any third party.

Ulisha Store reserves the right to remove any product listing that violates this section, suspend the Vendor's account, and report the matter to the appropriate regulatory or law enforcement authorities, including but not limited to the Federal Competition and Consumer Protection Commission (FCCPC) and the Nigeria Police Force, as required under the FCCPA 2018 and the Cybercrimes Act 2015.

4. Vendor Responsibilities

As a Vendor, you are responsible for the following obligations, which constitute material terms of this Agreement under Nigerian Contract Law:

• Inventory Management: Maintaining accurate and up-to-date inventory records on the Platform. Listings for products that are out of stock must be promptly updated or removed.
• Order Fulfillment: Fulfilling all orders placed through the Platform within the stated processing and delivery timeframes. Failure to fulfil orders in a timely manner may result in cancellation, account penalties, or suspension.
• Product Quality: Ensuring that all products delivered to customers match their listing description, images, and specifications, and are of satisfactory quality and fit for purpose, consistent with the implied warranties under the Sale of Goods Act applicable in Nigeria.
• Packaging: Packaging all items securely and appropriately to prevent damage during transit, with clear labelling and any required handling instructions.
• Customer Service: Providing prompt, professional, and courteous responses to customer inquiries, complaints, and dispute resolution requests in accordance with the FCCPA 2018.
• Legal Compliance: Complying with all applicable tax obligations, including Value Added Tax (VAT) where applicable under the Federal Inland Revenue Service (FIRS) regulations, and maintaining all necessary business licences, permits, and registrations.

5. Pricing & Payments

You are responsible for setting the prices of your products listed on the Platform. However, you agree to the following:

• All prices must be fair, reasonable, and competitive, not misleadingly inflated or deceptive, in compliance with Section 127 of the FCCPA 2018 which prohibits unconscionable, unreasonable, or unjust commercial conduct.
• All applicable pricing must be displayed in Nigerian Naira (₦) and must include any taxes, charges, or fees required by law to be disclosed to the consumer, in line with FCCPA transparency obligations.
• Ulisha Store reserves the right to investigate pricing practices that appear to be excessive, exploitative, or harmful to consumers or the integrity of the marketplace.
• Where pricing is found to violate this Agreement, Ulisha Store may take proportionate action including issuing a warning, removing affected product listings, restricting promotional visibility, withholding payouts related to disputed transactions, temporarily suspending the Vendor account, or terminating this Agreement permanently.

Applicable commissions, payment processing fees, delivery charges (where applicable), and other agreed deductions will be applied to each transaction before payouts are made to the Vendor. Ulisha Store will provide transparent reporting of all deductions. Payment will be made to the designated bank account provided by the Vendor, subject to a minimum payout threshold and standard settlement cycles.

6. Returns & Refunds

You agree to comply with Ulisha Store's Return and Refund Policy in its entirety, which is incorporated into this Agreement by reference. In particular:

• You will cooperate fully and in good faith in resolving customer complaints, return requests, and approved refund requests, in a manner consistent with the rights afforded to consumers under the FCCPA 2018 and the Consumer Protection Council (CPC) Act.
• Where a refund is approved due to a defect, misdescription, wrong item delivery, or failure of the product to conform to the listing, you may be required to bear the cost of the refund and associated return shipping, as determined by Ulisha Store in its reasonable discretion.
• You will respond to return and refund-related communications from Ulisha Store within 48 hours. Failure to respond may result in the refund being processed unilaterally and deducted from your pending payouts.
• Repeated or unresolved refund disputes attributable to your products or conduct may result in account suspension or termination.

7. Confidentiality & Data Protection

You acknowledge and agree to the following obligations regarding confidential information and data protection, in accordance with the Nigeria Data Protection Act (NDPA) 2023 and the Nigeria Data Protection Regulation (NDPR) 2019:

• All customer information, including but not limited to names, addresses, phone numbers, email addresses, payment information, and order histories, is strictly confidential and remains the property of the customer and Ulisha Store as the data controller.
• As a Vendor, you act as a data processor under the NDPA 2023 and may only process customer data for the sole purpose of fulfilling orders placed through the Platform. Any use of customer data for marketing, profiling, resale, or any purpose outside order fulfilment is strictly prohibited and constitutes a material breach of this Agreement.
• You must implement appropriate technical and organisational measures to protect customer data against unauthorised access, disclosure, alteration, or destruction, consistent with the data security obligations under the NDPA 2023.
• In the event of a data breach involving customer information, you must notify Ulisha Store immediately and no later than 24 hours after becoming aware of the breach, to enable compliance with breach notification obligations under the NDPA 2023 to the Nigeria Data Protection Commission (NDPC).
• You will keep Ulisha Store's business information, including but not limited to commercial terms, commissions, platform data, and operational processes, strictly confidential both during and after the term of this Agreement.

8. Suspension & Termination

Ulisha Store may suspend or terminate your Vendor account and this Agreement, with or without prior notice, in the following circumstances, consistent with the principles of Nigerian Contract Law regarding breach and repudiation:

• Violation of any term of this Agreement, including but not limited to the listing, pricing, fulfilment, or data protection obligations set out herein.
• Selling or attempting to sell counterfeit, prohibited, restricted, or illegal products, which may also be reported to relevant law enforcement authorities under the Cybercrimes (Prohibition, Prevention, Etc.) Act 2015.
• Engaging in fraudulent activities, including but not limited to the creation of fake orders, manipulation of reviews, misrepresentation of identity, or payment fraud.
• Repeated or systematic failure to meet service standards, including chronic late fulfilment, high rates of customer complaints, or persistent refund disputes.
• Insolvency, bankruptcy, or dissolution of the Vendor's business entity.
• Any conduct that, in Ulisha Store's reasonable opinion, harms the reputation, goodwill, or operational integrity of the Platform.

Upon termination, you must immediately cease holding yourself out as a Ulisha Store Vendor. Any outstanding payouts (net of any deductions for pending refunds, chargebacks, or penalties) will be settled within 30 days of termination. Termination does not affect accrued rights or obligations that are intended to survive termination, including confidentiality, liability, and indemnification.

9. Liability & Indemnification

Under the principles of Nigerian Contract Law and tort law:

• You are solely and fully responsible for the products you sell through the Platform, including their quality, safety, legality, conformity to description, and fitness for purpose.
• You agree to indemnify, defend, and hold harmless Ulisha Limited, its directors, officers, employees, agents, and affiliates from and against any and all claims, demands, actions, losses, damages, liabilities, costs, and expenses (including reasonable legal fees) arising out of or connected with:
  • Your products, including any defect, safety hazard, or failure to comply with applicable laws or standards.
  • Your breach of this Agreement, including breach of confidentiality or data protection obligations.
  • Your violation of any third-party rights, including intellectual property rights.
  • Your negligence, wilful misconduct, or fraudulent acts or omissions.
• Ulisha Store's total liability to you under or in connection with this Agreement, whether in contract, tort, or otherwise, shall be limited to the total commissions earned by Ulisha Store from your sales in the 12 months preceding the event giving rise to the claim.
• Ulisha Store shall not be liable for any indirect, consequential, or special damages, loss of profit, loss of business, or loss of goodwill.

10. Dispute Resolution

In the event of any dispute arising under or in connection with this Agreement, the parties agree to the following:

1. First, the parties shall attempt to resolve the dispute amicably through good-faith negotiation within 30 days of written notification of the dispute.
2. If negotiation fails, the parties shall refer the dispute to mediation administered by the Lagos Multi-Door Courthouse (LMDC) or a mutually agreed mediation centre in Nigeria.
3. If mediation does not resolve the dispute within 45 days, either party may refer the matter to a court of competent jurisdiction in the Federal Republic of Nigeria.
4. Notwithstanding the above, Ulisha Store reserves the right to seek injunctive or other urgent equitable relief from a court of competent jurisdiction where necessary to protect its interests or the interests of customers.

11. Governing Law & Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of the Federal Republic of Nigeria. The parties irrevocably submit to the exclusive jurisdiction of the courts of Nigeria for the resolution of any dispute arising under or in connection with this Agreement.

12. General Provisions

• Entire Agreement: This Agreement, together with the Terms of Service, Privacy Policy, and Refund Policy, constitutes the entire agreement between the parties and supersedes all prior agreements, representations, and understandings.
• Severability: If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
• No Waiver: Failure by Ulisha Store to enforce any provision shall not constitute a waiver of that provision or any other.
• Amendment: Ulisha Store may amend this Agreement at any time by posting the revised version on the Platform. Continued use of the Platform as a Vendor after the effective date of the amendment constitutes acceptance of the revised terms. Material amendments will be communicated to Vendors via email or platform notification with at least 14 days' notice.
• Assignment: You may not assign or transfer your rights or obligations under this Agreement without the prior written consent of Ulisha Store. Ulisha Store may assign this Agreement without restriction.
• Relationship: Nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship between the Vendor and Ulisha Store. The Vendor is an independent contractor.

13. Acceptance

By clicking "Submit" on the Vendor Request form, creating a Vendor account, or listing products on the Ulisha Store Platform, you confirm that you have read, understood, and voluntarily agree to be legally bound by this Vendor Agreement and all applicable Ulisha Store policies and guidelines, which form an integral part of this Agreement. You acknowledge that this Agreement is enforceable against you under the laws of the Federal Republic of Nigeria.