Vendor Agreement

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

• Ajaro operates an online multi-vendor marketplace accessible at www.ajaro.com.ng that connects independent vendors with buyers across Nigeria.
• The Vendor wishes to list, promote, and sell products through the Platform pursuant to the terms of this Agreement.
• Ajaro is willing to grant the Vendor access to the Platform and its associated vendor tools on the terms and conditions set out herein.
• Both parties intend to enter into a commercial relationship that is fair, transparent, and mutually beneficial.

Capitalised terms used in this Agreement and not defined herein shall have the meanings assigned to them in the Terms & Conditions. The following additional definitions apply specifically to this Agreement:

The Vendor is an independent contractor and is solely responsible for:

• All taxes, levies, and statutory contributions arising from their trading activities, including income tax, corporate tax, VAT, and PAYE for their own staff;
• Obtaining and maintaining all business licences, permits, and regulatory approvals required for their trade;
• Complying with all sector-specific regulations applicable to the products they sell;
• Their own business insurance, including product liability insurance where appropriate.

The Vendor is the principal seller in all transactions with Buyers. Ajaro acts solely as a marketplace operator and technology intermediary. Ajaro is not a party to any contract of sale between the Vendor and a Buyer, and is not responsible for the quality, safety, legality, or fitness for purpose of any Product listed by the Vendor.

Prior to the Commencement Date, the Vendor must complete Ajaro's know-your-customer (KYC) verification process by submitting all of the following:

• A valid government-issued photo ID (National ID card, International Passport, or Driver's Licence);
• Proof of business address (utility bill, bank statement, or tenancy agreement not older than 3 months);
• CAC Certificate of Incorporation or Business Name Registration (for registered businesses);
• Bank Verification Number (BVN) linked to the provided bank account;
• Tax Identification Number (TIN) where the Vendor's annual revenue exceeds the FIRS exemption threshold.

Ajaro reserves the right to request updated verification documents at any time during the term of this Agreement, including during periodic compliance reviews or when a material change occurs in the Vendor's business (such as a change of directors, bank account, or business address). Failure to provide updated documents within fourteen (14) days of request may result in suspension of payout processing until compliance is restored.

Upon account approval, the Vendor is encouraged to complete Ajaro's onboarding guide available in the Vendor Center. Completion of the onboarding guide is not mandatory but is strongly recommended to ensure the Vendor understands Platform policies, payout processes, and listing standards before their Store goes live.

Maintain product listings that are accurate, complete, and not misleading in any respect. Product descriptions, images, prices, and stock levels must reflect the actual item being offered for sale at all times.

Only list and sell products that the Vendor is legally entitled to sell in Nigeria; that comply with all applicable Nigerian standards, regulations, and sector-specific laws; and that do not infringe the intellectual property rights of any third party.

Process, package, and dispatch all confirmed Orders within the handling time published in the Vendor's Store settings, and in any event within forty-eight (48) hours of Order confirmation unless exceptional circumstances exist. The Vendor must update Order tracking information promptly and communicate any delay to the Buyer and to Ajaro's support team without delay.

Respond to all Buyer enquiries and messages received through the Platform within twenty-four (24) hours on business days. Maintain a professional, respectful, and cooperative standard of communication with all Buyers at all times. The Vendor must not direct Buyers to contact them outside the Platform for support relating to Platform transactions.

The Vendor agrees to maintain the following minimum Performance Metrics at all times. Sustained failure to meet these thresholds will be treated as a material breach of this Agreement:

Take all reasonable precautions to protect the security of the Vendor Account, including using strong passwords, enabling two-factor authentication where available, and immediately reporting any suspected unauthorised access to Ajaro's security team at security@ajaro.com.ng.

Notify Ajaro promptly in writing of any of the following events: a change in the Vendor's business name, ownership, or legal status; any regulatory investigation or enforcement action relating to the Vendor's business; any litigation or dispute that may affect the Vendor's ability to fulfil Orders; or any material change in the Vendor's bank account details.

In consideration of Ajaro's services, the Vendor agrees to pay a Platform Fee of five percent (5%) of the gross transaction value of each completed Order. The Platform Fee is automatically deducted before Net Revenue is made available for withdrawal. The Platform Fee is inclusive of payment processing costs and no additional gateway fees are charged to the Vendor.

The Vendor must maintain an active Subscription Plan for each Store. Subscription fees are payable in advance at the start of each billing cycle. The Vendor may choose from the following billing cycles, with discounts applied automatically:

Subscription fees are non-refundable except where Ajaro terminates this Agreement without cause, in which case a pro-rata refund of the unused subscription period shall be issued within 14 days.

Ajaro reserves the right to revise the Platform Fee or Subscription Fee rates with at least thirty (30) days' written notice to the Vendor. Revised fees shall apply from the next billing cycle or renewal date following the notice period. If the Vendor does not accept revised fees, they may terminate this Agreement in accordance with Clause 13.3 before the new fees take effect.

Ajaro may withhold or set off against pending Net Revenue any of the following amounts: (a) refunds issued to Buyers on the Vendor's behalf; (b) amounts owed by the Vendor under this Agreement; (c) amounts required to be withheld by law or regulatory order; or (d) reasonable reserves held in connection with open Buyer disputes. Ajaro will notify the Vendor of any withholding and its reason without undue delay.

Each party is responsible for its own tax obligations. Ajaro will provide the Vendor with a monthly transaction summary to assist with tax reporting. Where Ajaro is required by law to withhold tax on payments to the Vendor (for example, under applicable WHT rules), it will do so and remit the withheld amounts to the relevant tax authority, providing the Vendor with documentary evidence of the withholding.

The Vendor warrants that all Products listed and sold through the Platform are: (a) of merchantable quality and fit for the purpose described; (b) free from material defects in materials and workmanship at the time of dispatch; (c) accurately described in all material respects; and (d) compliant with all applicable Nigerian Standards Organisation (SON) standards, NAFDAC regulations, and any other sector-specific quality standards.

Any Vendor wishing to sell food, beverages, cosmetics, pharmaceuticals, medical devices, or chemical products must hold a valid NAFDAC registration or approval for each such product before listing it on the Platform. Proof of NAFDAC registration must be submitted to Ajaro prior to listing. The Vendor must immediately remove any product whose NAFDAC registration has lapsed or been revoked.

All Products must be packaged appropriately for their category and dispatched in packaging that protects them from damage in transit. Product labelling must comply with applicable consumer protection and consumer goods labelling regulations in Nigeria, including clear indication of the manufacturer's name, country of origin, expiry date (where applicable), and contents or ingredients where required by law.

The Vendor must honour Ajaro's platform-wide return window, which entitles Buyers to request a return within seven (7) days of delivery for: (a) items that are materially different from their description; (b) items that are damaged or defective upon arrival; or (c) items that are incomplete or missing components. The Vendor bears the cost of return shipping for accepted returns in these categories. Exchanges or store credit may be offered in lieu of refunds at the Vendor's discretion, subject to Buyer agreement.

Upon acceptance of a valid return claim, the Vendor must process the refund within seven (7) business days. Refunds are issued to the Buyer's original payment method. Where the Vendor fails to process a valid refund within this period, Ajaro may process the refund directly to the Buyer and deduct the refunded amount plus a ₦500 administration fee from the Vendor's next payout.

The Vendor must not: solicit fake or incentivised positive reviews from Buyers; threaten, harass, or intimidate any Buyer; attempt to identify or contact Buyers outside the Platform using their personal details; or disclose Buyer personal data to any third party without lawful basis. Any such conduct will constitute a material breach of this Agreement.

Ajaro operates a Buyer Protection Programme that may result in refunds being issued to Buyers in certain circumstances even before a Vendor has had the opportunity to respond. Where a refund is issued under the Buyer Protection Programme, Ajaro will notify the Vendor and provide the opportunity to submit evidence in rebuttal within five (5) business days. Ajaro's decision following review of evidence shall be final and binding.

This Agreement is non-exclusive. The Vendor is free to sell their products through their own website, physical stores, and other online marketplaces. Ajaro makes no exclusivity claim over the Vendor's products or business.

While the Vendor may sell on multiple channels, the Vendor agrees not to persistently and systematically offer substantially lower prices for the same products on external platforms in a manner specifically designed to divert Platform traffic and circumvent Platform transactions. Price differentials resulting from marketplace-funded promotions or channel-specific discounts are permitted.

The Vendor must not use contact information or data obtained through the Platform to actively solicit Buyers to purchase directly from them or from any other channel outside the Platform. This obligation shall survive termination of this Agreement for a period of twelve (12) months.

Each party agrees to keep the other party's Confidential Information strictly confidential and not to disclose it to any third party without the prior written consent of the disclosing party. Each party shall use the other's Confidential Information only for the purposes contemplated by this Agreement.

The obligations in Clause 10.1 shall not apply to information that: (a) is or becomes publicly available other than through breach of this Agreement; (b) was already known to the receiving party prior to disclosure; (c) is independently developed by the receiving party without reference to the Confidential Information; or (d) is required to be disclosed by law, court order, or regulatory requirement, provided the disclosing party is given advance notice where legally permissible.

The Vendor acknowledges that aggregated, anonymised data about vendor performance, market trends, and buyer behaviour collected by Ajaro is the proprietary data of Ajaro and does not constitute Confidential Information of the Vendor. Ajaro may use such aggregated data for any lawful purpose including Platform improvement, research, and marketing, provided it does not identify the Vendor individually without consent.

• It has full legal capacity and authority to enter into and perform this Agreement;
• It is duly incorporated or registered to conduct business in Nigeria (where applicable);
• All information provided during registration and onboarding is true, accurate, and complete;
• Its performance of this Agreement will not breach any other agreement to which it is a party;
• It holds all licences, permits, and regulatory approvals required for its business activities;
• No court order, insolvency proceeding, or regulatory sanction prevents it from trading;
• All Products it lists are genuine, lawfully acquired, and comply with applicable Nigerian law;
• It is not aware of any actual or threatened litigation that would materially affect its ability to fulfil its obligations under this Agreement.

• It is duly incorporated under Nigerian law with full authority to enter into this Agreement;
• The Platform is operated in compliance with applicable Nigerian laws and regulations;
• It holds all regulatory approvals required to operate an online marketplace and payment collection service in Nigeria.

The Vendor shall indemnify, defend, and hold harmless Ajaro, its directors, officers, employees, and agents (each an "Indemnified Party") from and against all claims, liabilities, damages, losses, penalties, fines, legal fees, and expenses arising out of or in connection with:

• Any breach by the Vendor of its obligations, representations, or warranties under this Agreement;
• Any product liability claim, safety recall, or regulatory action relating to a Product listed or sold by the Vendor;
• Any infringement of a third party's intellectual property rights by the Vendor's products or content;
• Any failure by the Vendor to comply with applicable tax, regulatory, or consumer protection obligations;
• Any claim by a Buyer arising from the Vendor's failure to fulfil an Order, provide an accurate description, or honour a valid refund.

To the fullest extent permitted by Nigerian law, Ajaro's total aggregate liability to the Vendor under or in connection with this Agreement — whether in contract, tort (including negligence), breach of statutory duty, or otherwise — shall not exceed the total subscription fees paid by the Vendor to Ajaro in the twelve (12) months immediately preceding the event giving rise to the claim. Ajaro shall not be liable for any indirect, consequential, special, or punitive loss, or for loss of profits, revenue, goodwill, or business opportunity.

Neither party shall be liable for delays or failures in performance resulting from circumstances beyond their reasonable control, including acts of God, natural disasters, government actions, strikes, telecommunications failures, or cyber-attacks ("Force Majeure Event"). The affected party must notify the other party promptly and take all reasonable steps to resume performance. If a Force Majeure Event continues for more than sixty (60) consecutive days, either party may terminate this Agreement on fourteen (14) days' written notice.

This Agreement commences on the Commencement Date and continues until terminated by either party in accordance with this Clause 13. The Agreement automatically renews each time the Vendor renews their Subscription Plan, unless notice of termination is given prior to the renewal date.

Ajaro may terminate this Agreement with immediate effect by written notice if the Vendor:

• Commits a material breach of any term of this Agreement or the Terms & Conditions and, where the breach is capable of remedy, fails to remedy it within seven (7) days of receiving written notice specifying the breach;
• Lists or sells counterfeit, prohibited, or illegal products on the Platform;
• Engages in fraudulent, deceptive, or dishonest conduct in relation to Buyers, Ajaro, or any third party;
• Becomes insolvent, enters administration, or has a receiver appointed over any of its assets;
• Persistently fails to meet the Performance Metrics set out in Clause 4.5 despite written warning.

Either party may terminate this Agreement without cause by giving the other party thirty (30) days' written notice. For the Vendor, notice must be sent to vendors@ajaro.com.ng. For Ajaro, notice will be sent to the Vendor's registered email address.

Upon termination of this Agreement for any reason: (a) all Stores and product listings will be unpublished; (b) the Vendor's access to the Dashboard will cease; (c) all outstanding Orders must be fulfilled before termination takes effect; (d) Net Revenue accrued to the date of termination will be settled within thirty (30) days subject to deduction of any amounts owed; and (e) all obligations that by their nature survive termination (including confidentiality, indemnity, and non-solicitation) shall continue in full force.

This Agreement, together with the Terms & Conditions, Privacy Policy, Cookie Policy, and Refund Policy (each incorporated herein by reference), constitutes the entire agreement between the parties in relation to its subject matter and supersedes all prior representations, discussions, negotiations, and agreements.

Ajaro may amend this Agreement with at least fourteen (14) days' written notice to the Vendor. The Vendor's continued use of the Platform after the amendment takes effect constitutes acceptance. Material amendments proposed by the Vendor require Ajaro's written consent to be effective.

No failure or delay by either party in exercising any right under this Agreement shall operate as a waiver of that right. A waiver of any breach shall not constitute a waiver of any subsequent breach.

If any provision of this Agreement is held to be invalid, illegal, or unenforceable, it shall be deemed severed from the Agreement. The remaining provisions shall continue in full force and effect.

The Vendor may not assign, transfer, or sub-contract any of its rights or obligations under this Agreement without Ajaro's prior written consent. Ajaro may assign this Agreement to any group company or successor entity upon written notice to the Vendor.

This Agreement shall be governed by and construed in accordance with the laws of the Federal Republic of Nigeria. Subject to Clause 14, the parties submit to the non-exclusive jurisdiction of the courts of Lagos State, Nigeria.

All formal notices under this Agreement must be in writing. Notices to Ajaro must be sent to legal@ajaro.com.ng or to the registered address in Clause 1.1. Notices to the Vendor will be sent to the email address registered on the Vendor Account. Email notices are deemed received twenty-four (24) hours after dispatch, provided the email is not returned as undeliverable.

This Agreement does not confer any rights on any third party. Nothing in this Agreement shall be construed to give any Buyer or other third party the right to enforce any provision of it.