Vendor agreement

This Vendor Agreement ("Agreement") establishes the terms and conditions governing your participation as a vendor ("you," "Vendor," "Seller") on the Buyuma multi-vendor e-commerce marketplace ("Buyuma," "we," "us," "the Platform") operated at buyuma.com under the laws of the Federal Republic of Nigeria.

This Agreement supplements the Buyuma Terms and Conditions and Privacy Policy. In the event of conflict between this Agreement and the general Terms and Conditions, this Agreement shall prevail with respect to vendor-specific matters.

By completing the vendor registration process, submitting your KYC documentation, or listing any product on the Platform, you confirm that you have read, understood, and agree to be bound by this Agreement in its entirety.

You and Buyuma are independent parties. This Agreement does not create a partnership, joint venture, employment, franchise, or agency relationship. You operate your store independently, and Buyuma acts solely as a marketplace facilitator connecting you with customers.

• "Store" means your branded presence on the Platform including store name, logo, banner, description, product listings, and timeline
• "Commission" means the percentage fee Buyuma deducts from each successful order as platform service fees
• "Settlement Period" means the waiting period (7 days after delivery confirmation) before earnings are credited to your Vendor Wallet
• "KYC" means Know Your Customer verification process required before vendor approval
• "Vendor Wallet" means your Vendor Earnings Wallet where order earnings are credited
• "Payout" means the transfer of funds from your Vendor Wallet to your registered bank account
• "OrbitConnect" means the real-time messaging system used for customer-vendor and vendor-support communication

To register as a Vendor on Buyuma, you must:

• Be at least 18 years of age
• Be a legal resident of Nigeria or have a registered business entity operating in Nigeria
• Have a valid personal or business bank account (NUBAN-compliant)
• Not have been previously banned or permanently suspended from the Platform
• Have the legal authority to sell the products you intend to list
• Comply with all applicable Nigerian business and trade regulations

The vendor onboarding process consists of the following steps:

1. Account Creation: Register a user account with valid personal details (name, email, phone, password)
2. Store Setup: Provide store name, unique slug, description, and upload store logo
3. KYC Submission: Submit business information and verification documents
4. Bank Account: Add at least one verified bank account for payouts
5. Review and Approval: Await Buyuma's verification and approval

You cannot list products, receive orders, or access vendor features until your account is fully approved.

You are required to submit the following for verification:

Business Information:

• Business name (as registered or trading name)
• Business type (Individual/Sole Proprietor or Registered Company)
• Business registration number (CAC registration number, where applicable)
• Tax Identification Number (TIN)
• Full business address (country, state, city, street address)

Required Documents:

• Valid government-issued identification (National ID, International Passport, or Driver's License)
• Business registration certificate or CAC documents (for registered businesses)
• Tax certificate or TIN verification
• Recent bank statement (within the last 3 months)

Document Review:

• Documents are reviewed by Buyuma's verification team within 5-10 business days
• Documents may be approved, rejected (with reason), or flagged for resubmission
• You will be notified of the outcome via email and in-app notification
• Rejected documents may be resubmitted with corrections

Buyuma reserves the right to approve or reject any vendor application at its sole discretion. Common reasons for rejection include:

• Incomplete or illegible documentation
• Mismatched information between documents and application
• Fraudulent or falsified documents
• Business type or products not suitable for the Platform
• Applicant previously banned from the Platform

Approved vendors receive access to the full vendor dashboard, product management, and order fulfillment features.

As an approved vendor, you must maintain a professional store profile including:

• Store Name: A unique, non-offensive name that does not infringe trademarks
• Store Description: Accurate description of your business and product offerings
• Store Logo: A professional logo (minimum quality standards apply)
• Store Banner: Optional but recommended for brand identity
• Contact Information: Valid store email and phone number
• Social Links: Optional links to your social media profiles (Facebook, Instagram, Twitter, TikTok, YouTube)
• Return Address: A valid address for handling product returns

Your store URL (buyuma.com/store/{slug}) is assigned based on your store name. Store slugs:

• Must be unique across the Platform
• Cannot be changed after initial setup without contacting support
• Must not impersonate other brands or vendors
• Must not contain offensive or misleading terms

Your store may have the following statuses:

• Active: Store is live, products are visible, and orders can be received
• Inactive: Voluntarily paused by you; products are hidden from customers
• Suspended: Suspended by Buyuma for policy violations; all operations frozen
• Rejected: Application was rejected; no access to vendor features

You may toggle between Active and Inactive status at your discretion. Suspension is imposed by Buyuma and can only be lifted through the appeals process.

You may use the Store Timeline feature to post updates visible to customers who follow your store:

• Post types: product launches, announcements, discounts, campaigns, general updates
• Posts may include text, images, videos, and links to products
• Posts are subject to content moderation and must comply with Platform content guidelines
• Buyuma may remove posts that violate policies without prior notice

All product listings must include:

• Product Name: Clear, accurate, and descriptive title
• Description: Detailed product description including specifications, features, and materials
• Images: At least one high-quality image (maximum 10 per product); images must accurately represent the product
• Price: Accurate pricing in Nigerian Naira (₦)
• Stock Quantity: Current available inventory
• Category: Appropriate product category and subcategory
• Brand: Product brand (where applicable)

Products with variations (size, color, weight, material) must:

• Have each variant listed with its own SKU, price, and stock level
• Include accurate descriptions and images for each variant where they differ visually
• Maintain independent inventory tracking per variant
• Have a unique barcode per variant (where applicable)

• You have full control over product pricing
• Prices must be listed in Nigerian Naira (₦)
• Prices must be fair and not artificially inflated for the purpose of showing fake discounts
• You must honor the listed price for confirmed orders
• Price changes do not affect orders already confirmed at the previous price
• Flash deal prices must be genuinely lower than your regular price

Buyuma reserves the right to:

• Review and approve product listings before they become visible
• Reject listings that violate content guidelines or policies
• Remove or hide listings at any time for policy violations
• Flag listings for correction (incomplete information, poor images, etc.)
• Request proof of authenticity for branded products

You must not list the following (non-exhaustive list):

• Counterfeit, replica, or unauthorized products
• Stolen goods
• Weapons, ammunition, explosives
• Controlled drugs and illegal substances
• Hazardous materials not approved for consumer sale
• Products that infringe intellectual property rights
• Adult/sexually explicit content
• Live animals or protected wildlife products
• Recalled products
• Unauthorized pharmaceutical products
• Products illegal under Nigerian law

Listing prohibited products will result in immediate listing removal and potential account termination.

You warrant that:

• You own or have proper licensing/authorization to sell all listed products
• Your listings do not infringe any third-party patents, trademarks, copyrights, or other IP rights
• You can provide proof of authenticity or distribution rights upon request
• You will cooperate with any IP infringement investigation

When a customer places an order for your products:

• You will be notified via the vendor dashboard, email, and OrbitConnect push notification
• You are expected to review and accept/reject the order promptly
• Accepted orders create a binding obligation to fulfill the order
• You may reject orders only for valid reasons (out of stock, pricing error, unable to ship to destination)
• Excessive or unreasonable rejections may result in account penalties

Once you accept an order, you must:

• Prepare the product for shipment within the timeframe stated in your store settings
• Ensure the product matches the listing description, images, and variant selected
• Package the product securely to prevent damage during transit
• Update the order status as you progress (Processing → Shipped)

You are responsible for:

• Arranging shipping through your preferred logistics provider
• Providing a valid tracking number and carrier information upon shipment
• Adding tracking events as the shipment progresses (where possible)
• Ensuring delivery within the estimated timeframe you provide
• Bearing shipping costs unless otherwise configured (e.g., customer-paid shipping)

• Update order status to "Delivered" upon confirmed delivery
• Provide proof of delivery where available (signature, photo)
• If a customer disputes delivery, provide evidence (tracking confirmation, carrier proof)

You may cancel an accepted order only if:

• The product is genuinely out of stock (inventory discrepancy)
• A pricing error has occurred
• The shipping address is unserviceable
• Force majeure prevents fulfillment

Cancellations must include a reason. The customer will receive a full refund. Excessive vendor-initiated cancellations will result in:

• Warning notices
• Reduced search visibility
• Temporary suspension
• Account termination (for persistent issues)

Buyuma expects vendors to maintain:

• Order acceptance rate: Minimum 90%
• On-time shipping rate: Minimum 85%
• Cancellation rate: Below 5%
• Response time: Within 48 hours for customer messages
• Customer satisfaction: Minimum 3.5 average store rating

Failure to meet these standards may trigger reviews, warnings, or enforcement actions.

Buyuma charges a commission on each successfully completed order. The commission:

• Is calculated as a percentage of the order item subtotal (excluding shipping costs)
• The default commission rate is set by Buyuma (configurable per platform settings)
• Is deducted automatically before earnings are credited to your Vendor Wallet
• May vary by product category (if category-specific rates are configured)
• May be adjusted for individual vendors based on performance or partnership agreements

For each delivered order:

Vendor Earnings = Order Item Total - (Order Item Total × Commission Rate)

Example (at 10% commission):

• Customer pays ₦10,000 for your product
• Buyuma commission: ₦1,000
• Your earnings: ₦9,000 (credited to Vendor Wallet after settlement period)

If you use paid campaigns (Sponsored Products, Sponsored Stores, Flash Sales, Homepage Banners):

• Sponsored Products: Billed per click (CPC model)
• Sponsored Stores: Billed per thousand impressions (CPM model)
• Flash Sales: Flat fee or as configured
• Homepage Banners: Flat fee per placement period

Campaign costs are deducted from your Vendor Wallet or charged via payment gateway. Campaigns are automatically paused when your budget is exhausted.

Buyuma does not currently charge fees for listing products. We reserve the right to introduce listing fees in the future with 30 days' advance notice.

Buyuma may adjust commission rates or introduce new fees. Changes will be:

• Communicated at least 30 days in advance via email and in-app notification
• Applied only to orders placed after the effective date
• Not applied retroactively to existing orders or pending settlements

Your earnings from completed orders are held in your Vendor Earnings Wallet:

• Earnings are credited after the settlement period (7 days after delivery confirmation)
• The settlement period allows time for customer returns, disputes, or chargebacks
• Earnings are credited net of Buyuma's commission
• Your wallet balance is visible in real time on your vendor dashboard

• Settlement Period: 7 days after order delivery confirmation
• Settlement Frequency: Earnings are credited daily as orders clear the settlement window
• Pending Earnings: Orders within the settlement window show as "Pending Earnings"
• Disputed Orders: Earnings for disputed orders are held until resolution

To withdraw funds from your Vendor Wallet:

• Navigate to your wallet page and submit a withdrawal request
• Minimum withdrawal amount: ₦5,000
• Maximum: Up to your available balance
• Destination: Your registered primary bank account (NUBAN)
• Processing: Withdrawals are processed via Paystack Transfer API
• Approval: Withdrawals may require admin approval (depending on amount and account status)
• One at a time: You cannot submit a new withdrawal while one is pending/processing

Once a withdrawal is approved:

• Funds are transferred to your bank account via Paystack
• Processing typically takes 1-3 business days
• You will be notified of successful completion or failure
• Failed payouts are automatically retried (maximum 3 attempts)
• If all retries fail, the amount is returned to your Vendor Wallet

Withdrawals may be restricted or frozen if:

• Your account is under investigation for policy violations
• A customer dispute is pending that may affect your balance
• Your KYC documents have expired or are flagged for re-verification
• Suspicious activity is detected on your account
• Your wallet is frozen by Buyuma administration

If a refund is issued for a delivered order that has already been settled:

• The refund amount (including your share) will be deducted from your Vendor Wallet
• If your wallet balance is insufficient, the deduction will be applied to future earnings
• You will be notified of any refund deductions with the associated order reference

You must accept returns when:

• The product is defective, damaged, or materially different from the listing
• The wrong product or variant was shipped
• The product does not function as described

Returns must be accepted within the return window specified by Platform policy.

When a return is initiated:

• You will be notified via the vendor dashboard and OrbitConnect
• Review the return request and supporting evidence (photos, description)
• Accept or dispute the return within 48 hours
• If accepted, provide your return address for the customer to ship the product back
• Inspect the returned product upon receipt
• Confirm receipt to trigger refund processing

• Refunds for returns are processed to the customer's Wallet or original payment method
• The refund amount (your earnings portion) is deducted from your Vendor Wallet
• If the return is due to your error (wrong item, defective product), you bear full responsibility
• Shipping costs for returns due to vendor error are your responsibility

If you disagree with a return request:

• Provide evidence supporting your position (shipping proof, product photos, tracking)
• Buyuma support will mediate between you and the customer
• Buyuma's decision is binding within the Platform context
• Repeated disputes resolved against you may affect your account standing

All customer-vendor communication must occur through OrbitConnect:

• Respond to customer inquiries within 48 hours
• Maintain a professional and courteous tone
• Provide accurate information about products, shipping, and returns
• Do not share personal contact information to take transactions off-platform

You must not:

• Solicit customers to transact outside Buyuma
• Share personal phone numbers, emails, or external links for purchases
• Send spam or unsolicited promotional messages
• Use threatening, abusive, or discriminatory language
• Share another customer's personal information
• Attempt to collect customer data for external use

• Pre-purchase inquiries: Within 24 hours (recommended)
• Order-related questions: Within 12 hours
• Return/refund requests: Within 48 hours
• Support escalations: Cooperate with Buyuma support within 24 hours

You have access to Buyuma vendor support via OrbitConnect for:

• Onboarding and KYC assistance
• Order fulfillment issues
• Payment and withdrawal inquiries
• Policy clarification
• Technical issues with the vendor dashboard
• Campaign setup and optimization help

Through order fulfillment, you receive access to customer data including:

• Customer name
• Shipping address
• Phone number (for delivery coordination)
• Order details (products, quantities, variants)

You may use customer data solely for:

• Fulfilling the specific order
• Shipping and delivery coordination
• Responding to customer inquiries about their order
• Processing returns related to the order

You must NOT:

• Build external customer databases or mailing lists from Buyuma data
• Contact customers outside the Platform for commercial purposes
• Sell, share, or transfer customer data to any third party
• Use customer data for marketing, advertising, or solicitation
• Retain customer data longer than necessary for order completion
• Use customer data to create competing services

You must implement reasonable measures to protect customer data:

• Store data securely (encrypted where possible)
• Limit access to authorized personnel only
• Delete customer data once the order is fully completed and any return window has passed
• Notify Buyuma immediately if a data breach occurs involving customer data

You acknowledge that customer data is subject to the Nigeria Data Protection Act (NDPA) and agree to:

• Process data only for legitimate purposes as outlined above
• Cooperate with Buyuma in responding to data subject requests
• Not transfer data internationally without appropriate safeguards
• Accept liability for any unauthorized use or breach of customer data

You retain ownership of content you create and upload (product images, descriptions, store branding, timeline posts). By uploading content to Buyuma, you grant us:

• A non-exclusive, royalty-free, worldwide license to display, reproduce, and distribute your content in connection with the Platform
• The right to use your store name, logo, and product images in Buyuma marketing and promotional materials
• The right to cache, resize, and optimize your images for performance

You acknowledge that Buyuma owns:

• The Platform software, design, and architecture
• The Buyuma name, logo, and all associated trademarks
• Any tools, analytics, or features provided to vendors
• Aggregated and anonymized data derived from Platform activity

You may not reproduce, copy, or use Buyuma's intellectual property without written permission.

If a third party claims your product listings infringe their intellectual property:

• Buyuma may remove the affected listings pending investigation
• You will be notified and given opportunity to respond (counter-notice)
• If the claim is substantiated, listings will remain removed
• Repeated infringement will result in account termination
• You indemnify Buyuma against all claims arising from IP infringement in your listings

As a vendor, you may promote your products and store through:

• Sponsored Products: Your products appear in promoted positions in search and category pages (CPC billing)
• Sponsored Store: Your store appears in promoted positions (CPM billing)
• Flash Sales: Time-limited deals with discounted prices and stock limits
• Homepage Banners: Paid banner placements on the customer homepage (flat fee)

All campaigns require admin approval before activation:

• Submit your campaign with details (type, budget, dates, products, creative)
• Buyuma reviews within 3-5 business days
• Approved campaigns activate at their scheduled start date
• Rejected campaigns include a reason; you may revise and resubmit

• Campaign content must be truthful and not misleading
• Advertised prices must match actual listing prices
• Flash deal prices must be genuinely lower than regular prices
• Campaign images must accurately represent the product
• Campaigns must not disparage other vendors or products
• You are responsible for ensuring sufficient stock for promoted products

• Campaign costs are deducted from your Vendor Wallet or charged via payment gateway
• Campaigns pause automatically when budget is exhausted
• You receive detailed performance reports (impressions, clicks, conversions, spend)
• Buyuma does not guarantee specific performance results for any campaign
• Refunds for campaign spend are not provided except in cases of Platform error

Buyuma may suspend your campaigns if:

• The promoted product violates Platform policies
• Campaign content is misleading or deceptive
• Your vendor account is suspended
• Budget or payment issues arise
• Customer complaints about the promoted product exceed thresholds

Buyuma tracks the following vendor performance indicators:

• Order Fulfillment Rate: Percentage of orders successfully shipped
• On-Time Shipping Rate: Percentage of orders shipped within stated timeframe
• Cancellation Rate: Percentage of orders cancelled by you
• Average Rating: Customer review rating (1-5 stars)
• Response Time: Average time to respond to customer messages
• Return Rate: Percentage of orders returned due to vendor fault
• Dispute Rate: Percentage of orders that result in customer disputes

To maintain good standing, vendors should:

• Maintain fulfillment rate above 90%
• Keep cancellation rate below 5%
• Maintain average rating above 3.5 stars
• Respond to messages within 48 hours
• Comply with all Platform policies

If performance drops below standards:

• First notice: Email warning with specific issues identified
• Second notice: Reduced visibility in search results; mandatory improvement plan
• Third notice: Temporary suspension (7-30 days) pending review
• Continued failure: Account termination

Vendors in excellent standing may receive:

• Higher visibility in search results and category pages
• Priority support response times
• Access to beta features
• Reduced commission rates (at Buyuma's discretion)
• Featured placement on the homepage

Your vendor account may be suspended for:

• Failure to meet performance standards (after warnings)
• Policy violations (prohibited products, false listings, data misuse)
• Customer complaints exceeding acceptable thresholds
• KYC document expiry or re-verification failure
• Suspected fraudulent activity
• Failure to fulfill orders for extended periods
• Abusive communication with customers or support

During suspension:

• All product listings are hidden from customers
• You cannot receive new orders
• Existing orders accepted before suspension must still be fulfilled
• Wallet withdrawals are frozen
• Campaign spending is paused
• You retain access to order history and financial records (read-only)

To be reinstated after suspension:

• Address the specific issues that caused the suspension
• Submit a reinstatement request to Buyuma support
• Provide evidence of corrective action taken
• Buyuma reviews within 10 business days
• Reinstatement is at Buyuma's sole discretion

Your vendor account may be permanently terminated for:

• Selling counterfeit goods (confirmed)
• Fraud or financial crime
• Repeated policy violations after multiple warnings
• Providing falsified KYC documentation
• Severe abuse of customers or Platform systems
• Illegal activity
• Breach of data protection obligations

Upon termination:

• All listings are permanently removed
• You cannot create a new vendor account
• Outstanding earnings will be settled after deducting any amounts owed to customers (refunds, disputes)
• Settlement of remaining funds occurs within 30 days, subject to any holds
• You must delete all customer data in your possession
• Your store page is removed from the Platform

You may voluntarily close your vendor account:

• Fulfill or cancel all pending orders
• Ensure all return windows on recent orders have passed
• Submit a closure request to vendor support
• Outstanding wallet balance will be paid out to your bank account
• Allow up to 30 days for final settlement
• Your store and listings will be permanently removed

When a customer raises a dispute about your order:

• You will be notified via OrbitConnect and vendor dashboard
• Respond with your position and supporting evidence within 48 hours
• Buyuma mediates based on evidence from both parties
• Buyuma's decision is final within the Platform context

For disputes between you and Buyuma (commission calculations, wallet issues, policy enforcement):

• Contact vendor support via OrbitConnect with details
• If unresolved, escalate to legal@buyuma.com
• Both parties agree to attempt good-faith resolution before litigation
• Nigerian law governs all disputes

If you disagree with a Buyuma enforcement decision:

• Submit an appeal within 14 days of the decision
• Include your account details, the issue, and supporting evidence
• Appeals are reviewed within 10 business days
• You will be notified of the outcome in writing
• Appeal decisions are final

You agree to indemnify, defend, and hold harmless Buyuma, its officers, directors, employees, and agents from any claims, damages, losses, liabilities, costs, and expenses arising from:

• Products you sell through the Platform (including product liability)
• Intellectual property infringement in your listings
• Your breach of this Agreement or applicable law
• Failure to fulfill orders or honor return policies
• Tax obligations or regulatory non-compliance
• Mishandling of customer data
• False or misleading product descriptions
• Any dispute with customers arising from your actions or omissions

Buyuma's liability to you is limited to:

• Direct damages proven to result from Buyuma's negligence or breach
• Maximum liability not exceeding the total commission earned by Buyuma from your account in the 12 months preceding the claim
• Buyuma is not liable for indirect, consequential, or incidental damages
• Buyuma is not liable for lost profits, business interruption, or loss of data

Neither party is liable for failure to perform obligations due to circumstances beyond reasonable control, including natural disasters, war, government action, pandemics, or infrastructure failures.

During your relationship with Buyuma, you may have access to confidential information including:

• Commission rates and fee structures
• Platform features in beta or development
• Internal policies and procedures shared with vendors
• Analytics data and performance benchmarks
• Customer data (as restricted in Section 10)

You agree to:

• Keep all confidential information strictly confidential
• Not disclose confidential information to third parties
• Use confidential information only for the purpose of operating on the Platform
• Return or destroy confidential information upon account termination
• Not use confidential information to build competing services

Confidentiality obligations do not apply to information that:

• Is publicly available through no fault of yours
• Was independently developed without reference to confidential information
• Is required to be disclosed by law or court order (with prior notice to Buyuma where possible)

As a vendor on Buyuma, you are solely responsible for:

• Determining your tax obligations under Nigerian law
• Registering for VAT where required
• Collecting and remitting applicable taxes
• Filing tax returns accurately and on time
• Maintaining tax records as required by the Federal Inland Revenue Service (FIRS)

You must provide:

• A valid Tax Identification Number (TIN) during KYC registration
• Updated tax certificates upon request or renewal
• Any documentation required by tax authorities regarding your Buyuma earnings

Buyuma:

• May provide transaction summaries and earnings reports for your tax records
• Is not your tax advisor and does not provide tax guidance
• May be required to report vendor earnings to tax authorities
• May withhold taxes where required by law

Buyuma may modify this Agreement at any time. Modifications will be:

• Communicated via email at least 30 days before the effective date
• Posted on the Platform with the updated effective date
• Highlighted with a summary of key changes

• Continued use of the Platform after the effective date constitutes acceptance
• If you disagree with changes, you may close your vendor account before the effective date
• Material changes that significantly affect your revenue (commission increases, new fees) will include a 60-day notice period

This Agreement is governed by the laws of the Federal Republic of Nigeria.

Disputes arising from this Agreement are subject to the exclusive jurisdiction of Nigerian courts.

If any provision of this Agreement is found invalid or unenforceable, the remaining provisions continue in full force and effect.

This Agreement, together with the Buyuma Terms and Conditions and Privacy Policy, constitutes the entire agreement between you and Buyuma regarding your vendor relationship.

Buyuma's failure to enforce any provision of this Agreement does not constitute a waiver of that provision or the right to enforce it in the future.

You may not assign or transfer this Agreement or your vendor account to another party without Buyuma's written consent. Buyuma may assign this Agreement in connection with a merger, acquisition, or sale of assets.

All formal notices under this Agreement shall be delivered via:

• Email to your registered email address (for notices to you)
• Email to legal@buyuma.com (for notices to Buyuma)
• Notices are deemed received upon successful delivery

Vendor Support:

• OrbitConnect chat (available from your vendor dashboard)
• Email: vendor-support@buyuma.com

Legal/Compliance:

• Email: legal@buyuma.com

Finance/Payouts:

• Email: finance@buyuma.com

Privacy/Data:

• Email: privacy@buyuma.com

By completing vendor registration on Buyuma, you acknowledge that you have read, understood, and agree to be bound by this Vendor Agreement.

Last Updated: 06 June 2020 Document Version: 1.0