Vendor agreement

Version 1.0

This agreement is between Purzle Limited ("Purzle", "we", "us") and the business that signs it ("you", "the Vendor"). It applies whenever you sell through Purzle: on the Purzle marketplace, in your own Purzle shop (shop.purzle.com/your-handle), or both.

You accept this agreement for your business by signing it in the vendor dashboard. The person who signs confirms that they own the business or are authorised to bind it.

1. Definitions

• Marketplace: Purzle's multi-vendor store, where customers can buy from several vendors at once.
• Shop: your own storefront on Purzle, with your own branding and settings.
• Customer: anyone who buys from you through the Marketplace or your Shop.
• Order: a purchase of your products or services by a Customer through Purzle.
• Payment Provider: the licensed payment companies Purzle uses (currently Paystack and Monnify).
• Payout Account: the Nigerian bank account you verify in the dashboard, into which your share of online payments is paid.
• Ledger: the record in your dashboard of amounts you owe Purzle, or Purzle owes you, under this agreement.
• Order Policy: the cancellation, return and refund rules published on Purzle (for the Marketplace) or set by you within Purzle's limits (for your Shop).

2. Joining Purzle

2.1 Purzle works only with vendors it can verify and deal with directly. Before we approve your account you must:

• provide accurate business details, including a working phone number and business address;
• upload a valid government-issued ID for the business owner, and any further documents we request (for example CAC registration documents);
• sign this agreement.

2.2 We may approve or decline an application at our discretion, and we may ask for more information at any time.

2.3 You must keep your details, ID documents and Payout Account up to date. You must tell us within 7 days if the business changes owner or its registration details change.

2.4 You are responsible for everyone you add to your team in the dashboard, and for everything done with their access.

3. Your products and listings

3.1 You must describe every product and service accurately and completely: price, condition, size, materials, delivery times and any limits. Photos must show the actual item or service.

3.2 Prices are in Nigerian Naira and must include any taxes you are required to charge. The price a Customer pays is the price shown at checkout.

3.3 You may only list items you have the right to sell. You must not list items that are illegal, counterfeit, stolen, unsafe, or that infringe anyone else's rights. Section 11 lists items you may not sell.

3.4 Marketplace listings are reviewed by Purzle. We may decline, hide or remove any listing, or block a product, if we believe it breaks this agreement, the law or our policies. We will tell you why.

3.5 You must keep stock levels accurate. If you cannot fulfil an Order because of stock, you must cancel it promptly so the Customer is refunded.

4. Orders, delivery and bookings

4.1 You must process Orders promptly: dispatch physical items, or make them ready for pickup, within the time stated on your listing or delivery option, and update the Order in the dashboard as you go.

4.2 You are responsible for getting items to the Customer in the condition described, using the delivery option the Customer chose. The risk of loss or damage stays with you until the Customer (or their chosen courier) receives the item.

4.3 For booked services, you must honour every confirmed booking. If you have to cancel, you must do so in the dashboard as early as possible, and the Customer is refunded for that booking in full.

4.4 Made-to-order items (for example items made to a Customer's measurements) must match the Customer's answers. You must contact the Customer through Purzle if anything is unclear before you make the item.

5. Payments and payouts

5.1 Online payments. Customers pay online through the Payment Providers. At the moment of payment, the Payment Provider splits the money: your share goes towards your Payout Account, and Purzle's fees go to Purzle. Your share is paid out by the Payment Provider on its own schedule. This may be before the Order is delivered.

5.2 Purzle does not hold your money. Purzle is not a bank and does not keep funds on your behalf. Payouts, their timing and any provider charges are governed by the Payment Provider's terms. Provider transaction fees are shared between you and Purzle in proportion to each party's share of the payment.

5.3 Offline payments (Shops only). If your Shop accepts bank transfer, cash on delivery or payment on pickup, the Customer pays you directly. You must confirm in the dashboard when you receive the money.

5.4 You must keep a valid, verified Payout Account. If payouts fail because your details are wrong, you bear the cost and delay.

6. Fees

6.1 Marketplace commission. Purzle charges a commission on the price of the items in each Marketplace Order. Your rate is shown in your dashboard. A different rate may apply to particular listings, and this is shown to you before it applies.

6.2 Shop fee. Purzle may charge a fee on Shop Orders. The rate is shown in your dashboard.

6.3 Service fee. Purzle may charge Customers a service fee on Marketplace checkouts. It belongs to Purzle.

6.4 For offline Shop payments, Purzle cannot take its fee at the time of payment. The fee is added to your Ledger when you confirm the payment, and is settled as described in section 8.

6.5 We will give you at least 14 days' notice in the dashboard or by email before increasing your commission or fee rates. Changes do not affect Orders placed before they take effect.

7. Cancellations, returns and refunds

7.1 Marketplace Orders follow Purzle's Order Policy, which is published on Purzle. Shop Orders follow the rules you set in your dashboard, within the options Purzle allows. Customers can always return items that are faulty, wrong, not as described or incomplete, within the return window. For those returns you pay the return postage.

7.2 You must answer return requests within the time set in the Order Policy (currently 3 days). If you don't, or if the Customer asks for help, Purzle support will decide. Purzle's decision on a return or refund is final as far as the Purzle platform is concerned. It does not affect any legal rights you or the Customer have.

7.3 Online payments are refunded to the Customer by Purzle through the Payment Provider. Because your share has usually already been paid to you, your share of every such refund becomes an amount you owe Purzle and is added to your Ledger.

7.4 Offline payments must be refunded by you, directly to the Customer, within 3 business days of the refund being due. You must then mark the refund as done in the dashboard. If you don't, Purzle may refund the Customer itself, and that amount becomes an amount you owe Purzle.

7.5 If a Customer disputes a payment with their bank or the Payment Provider (a chargeback) because of your Order, you must provide evidence when we ask. Any amount Purzle loses because of the chargeback, including provider dispute fees, becomes an amount you owe Purzle.

8. Amounts you owe and how they are recovered

8.1 Your Ledger shows every amount you owe Purzle and every amount settled, with the reason and date. The Ledger can include:

• your share of refunds Purzle paid for you;
• fees on offline Shop payments;
• chargebacks and other charges under this agreement.

8.2 Automatic recovery. While you owe Purzle money, Purzle may keep back part of your share of each Marketplace payment, up to the percentage shown in your dashboard, until the balance is cleared. At the time of this version the percentage is 50%. Amounts kept back appear in your Ledger.

8.3 Direct payment. Purzle may also ask you to pay an amount you owe directly, by bank transfer to the account we give you. You must pay within 14 days of the request. You may pay what you owe directly at any time. Purzle records payments it receives in your Ledger.

8.4 If an amount stays unpaid after it is due, Purzle may pause your Marketplace selling or suspend your account until it is paid. Purzle may also recover the debt by any lawful means.

8.5 If the Ledger shows that Purzle owes you money, Purzle will pay it to your Payout Account within 14 days of it becoming due, or set it against amounts you owe.

8.6 If you think a Ledger entry is wrong, tell Purzle support within 30 days of the entry. We will review it and correct any mistake.

9. Customers and conduct

9.1 You must answer Customer messages about Orders within 2 business days and treat Customers with respect.

9.2 You must not ask Marketplace Customers to cancel and buy from you outside Purzle, or to pay you outside the payment options Purzle offers.

9.3 You must not write, buy or arrange reviews of your own products, or reviews of competitors, and you must not offer rewards for positive reviews.

9.4 You must comply with all laws that apply to your business, including consumer protection law (in particular the Federal Competition and Consumer Protection Act 2018), tax law and any licences your products or services need.

10. Customer data

10.1 You may use Customer details (names, phone numbers, addresses, measurements and similar) only to fulfil the Customer's Order and handle its aftercare. You must not use them for marketing unless the Customer has separately agreed, and you must not sell or share them.

10.2 You must keep Customer data secure and comply with the Nigeria Data Protection Act 2023. You must tell Purzle within 48 hours if you become aware of any loss or misuse of Customer data received through Purzle.

10.3 Purzle processes data about you and your team to run the platform, verify vendors, prevent fraud and meet legal obligations, as described in Purzle's privacy notice.

11. Items you may not sell

You may not sell, or offer as a service:

• anything illegal in Nigeria, or anything that needs a licence or permit you don't have;
• counterfeit, replica or stolen goods, or goods that infringe intellectual property;
• weapons, ammunition, explosives or their parts;
• illegal drugs and drug paraphernalia; prescription-only medicines;
• tobacco, alcohol or adult products, unless Purzle has approved you to sell them in writing;
• hazardous materials, or recalled or unsafe products;
• live animals, or protected wildlife products;
• financial products, gift cards or cryptocurrency, unless Purzle has approved you in writing;
• anything that promotes hate, violence or discrimination;
• anything Purzle tells you in writing is not allowed on the platform.

12. Content and intellectual property

12.1 You keep ownership of your names, logos, product photos and descriptions ("your content").

12.2 You give Purzle a non-exclusive, royalty-free licence to use, copy, resize and display your content to run and promote Purzle, your Shop and your products. This includes search engines, social media and advertising. The licence ends when your content is removed, except for copies already in use in campaigns or kept for legal records.

12.3 You confirm that you have the right to use all your content and that it doesn't infringe anyone else's rights.

13. Suspension and termination

13.1 You may stop selling and close your account at any time with 14 days' notice. Orders already placed must still be fulfilled or cancelled with a refund.

13.2 Purzle may end this agreement with 14 days' notice. Purzle may suspend or close your account immediately if:

• you break this agreement in a serious way, or keep breaking it;
• we reasonably suspect fraud;
• a regulator or Payment Provider requires it;
• your conduct puts Customers or Purzle at risk.

13.3 When the agreement ends, any amounts you owe Purzle and your obligations about Orders, refunds, Customer data and indemnity continue until they are settled.

14. Responsibility and liability

14.1 You are the seller of your products and services and are responsible for them, including their safety, quality, legality and any claims about them.

14.2 You agree to indemnify Purzle against losses, claims, fines and reasonable costs (including legal costs) arising from your products, your breach of this agreement, or your breach of the law.

14.3 Purzle provides the platform "as is" and does not guarantee any level of sales or that the platform will always be available.

14.4 Purzle is not liable for indirect or consequential loss, or loss of profit, business or goodwill. Purzle's total liability to you under this agreement in any 12-month period is limited to the fees Purzle earned from your Orders in the 3 months before the event that caused the claim.

14.5 Nothing in this agreement limits liability for fraud, or any liability that cannot be limited by law.

15. Changes to this agreement

15.1 Purzle may publish new versions of this agreement. We will tell you in the dashboard and by email at least 14 days before a new version takes effect, unless a change is required by law or by a Payment Provider sooner.

15.2 Some new versions need you to sign them again to keep selling on the Marketplace. If you don't accept a new version, you may close your account under section 13.1.

15.3 Every version you sign, the date and the person who signed are kept in your account.

16. Disputes, governing law and notices

16.1 This agreement is governed by the laws of the Federal Republic of Nigeria.

16.2 If a dispute arises, both parties will first try to resolve it in good faith within 30 days of written notice. If that fails, either party may refer it to mediation at the Lagos Multi-Door Courthouse. If mediation does not resolve it within 60 days, the courts of Lagos State have jurisdiction.

16.3 Notices to you are sent to the business email in your dashboard (or, if none, to the account owner's email). Notices to Purzle go to support@purzle.com.

17. General

17.1 This agreement, together with the Order Policy and the policies it refers to, is the entire agreement between you and Purzle about selling on Purzle.

17.2 If any part of this agreement is found unenforceable, the rest continues to apply.

17.3 You may not transfer this agreement without Purzle's written consent. Purzle may transfer it to a company that takes over the Purzle business.

17.4 If either party delays enforcing a right, that does not waive it.

17.5 Nothing in this agreement creates a partnership, joint venture or employment between you and Purzle.