Vendor Terms and Agreement

The following documents form part of this Vendor Agreement:

If documents conflict, a separately signed commercial agreement takes priority, followed by category or campaign terms, the Schedules, this Vendor Agreement, and then the general Platform Policies.

Vicsmall provides a digital marketplace through which approved Vendors may offer Products to Buyers. Unless Vicsmall expressly states otherwise for a Product:

Nothing in this section excludes any responsibility that Vicsmall cannot lawfully exclude.

This Vendor Agreement does not create an employment, agency, franchise, partnership or joint-venture relationship. The Vendor has no authority to make commitments or representations on behalf of Vicsmall.

Vicsmall does not guarantee a minimum number of visitors, Orders or sales; a specific search position; advertising success; completion of every payment or delivery; or uninterrupted Platform availability.

Vicsmall may request Corporate Affairs Commission documents, government-issued identification, Bank Verification Number details, Tax Identification Number details, beneficial-owner information, proof of address, bank confirmation, SCUML documentation where applicable, NAFDAC or SON approvals, proof of authenticity, insurance, Product samples, premises inspection or other information reasonably required for compliance and risk assessment.

Verification is continuous. The Vendor must promptly update changes to address, contact information, ownership, directors, beneficial owners, bank details, licences, insolvency status, regulatory investigations or any information that becomes inaccurate.

Subject to Applicable Law and the Privacy Policy, the Vendor authorises verification through banks, identity-verification providers, public registers, regulators, fraud-prevention services and other appropriate sources.

Vicsmall may approve, reject, restrict or request additional information concerning an application. Confidential security or fraud-detection criteria need not be disclosed. Decisions will not be made unlawfully or on prohibited discriminatory grounds.

The Vendor is responsible for activity through its Vendor Account unless unauthorised access was reported promptly and was not caused by the Vendor's negligence. Vicsmall may temporarily restrict an account where compromise is suspected.

Products may be reviewed before or after publication. Vicsmall may approve or reject a Product, request documents, require corrections, reclassify a Product, hide a listing, limit quantities, restrict locations or remove a Product presenting legal, safety, reputational or customer risks. Approval does not transfer responsibility to Vicsmall.

The Vendor must select the category that most accurately reflects the Product's primary purpose and must not misclassify a Product to obtain a lower Commission Rate or avoid approval requirements. A corrected rate may apply prospectively, or retrospectively where deliberate or repeated misclassification occurred.

For a bundle containing Products from different categories, Vicsmall may apply the rate for the principal Product, a blended rate, the rate for the highest-value component or the highest applicable rate where the bundle appears designed to avoid Commission.

Each listing must provide all information a reasonable Buyer needs, including the Product name, brand, model, quantity, dimensions, material, colour, condition, origin, specifications, compatibility, warranty, expiry information, ingredients and allergens, safety warnings, regulatory numbers, handling time, return restrictions, installation requirements, included items and whether the Product is personalised, made to order or on pre-order. Listings must not:

Products must be clearly described as new, used, refurbished, open-box, handmade, made to order, pre-owned, ex- display, clearance, damaged but functional or another approved condition. A used or refurbished Product must not be described as new. Refurbished electronics must disclose who performed the refurbishment, whether non-original parts were used, relevant battery-health information, cosmetic defects, the warranty period and limitations affecting normal use.

Images and videos must accurately represent the Product, be reasonably clear, show significant defects, identify accessories not included, avoid misleading editing, comply with Content Standards and not infringe third-party rights.

The Vendor remains responsible for AI-generated or edited Content. It must not misrepresent the Product, fabricate a demonstration or testimonial, imitate a real person without authority or otherwise mislead Buyers. Vicsmall may require disclosure of materially altered or synthetic content.

Every Product must be lawful, safe for intended and reasonably foreseeable use, compliant with applicable Nigerian standards, properly labelled, supported by required approvals, lawfully sourced, correctly stored, not expired or recalled, and suitable for the Buyer group to which it is marketed. Vicsmall may request certificates, invoices, test results, registration documents, import documents or supply-chain records. Failure to provide satisfactory evidence may result in removal or suspension.

Comply with food-hygiene rules; disclose ingredients and known allergens; maintain appropriate temperatures; provide preparation and expiry information; use clean and secure packaging; hold required licences; and substantiate dietary claims.

Sell genuine Products; provide required NAFDAC information; disclose ingredients and warnings; avoid unapproved medical claims; disclose expiry dates where applicable; and maintain suitable storage.

Disclose voltage, plug type, warranty, compatibility, included accessories, network-lock status, storage and memory specifications, battery condition for used devices and installation needs. Serial numbers or device identifiers may be recorded.

Ensure age appropriateness, safety warnings, relevant standards, absence of known recalls, assembly instructions and disclosure of choking, strangulation, electrical or chemical risks.

Provide accurate compatibility, dimensions, part numbers, model and production-year information, installation requirements, condition and safety warnings. The Vendor is responsible for materially incorrect fitment information.

State the scope, locations, dates, deposit and cancellation rules, Buyer requirements, additional charges, expected completion time and relevant licences, insurance or qualifications.

Products in Schedule 3 must not be offered unless expressly permitted by Vicsmall and all lawful approvals have been provided. Vicsmall may change restricted categories where required by law, payment-provider rules, courier rules, safety concerns or commercial risk. A Vendor must not disguise a prohibited Product by changing its title, using another category, separating components, using coded language, directing the Buyer elsewhere or using Content that differs from the listing.

Subject to Applicable Law, the Vendor sets the Product price. Prices must be in Nigerian Naira unless approved otherwise, include applicable Product taxes unless clearly stated, be accurate and current, include compulsory Product charges and not create a false discount.

Vicsmall may pause or cancel an Order containing an obvious pricing error before fulfilment after notifying the affected parties. Repeated errors may affect Vendor performance status.

The Vendor must not demand extra payment after an Order is placed unless the charge was disclosed before purchase or the Buyer voluntarily requests an additional Product or Service.

The Vendor must not collect payment directly for an Order recorded as paid through Vicsmall. Cash-on-delivery payments may be collected only through an approved process.

Vicsmall determines Commission through three possible levels. The Platform applies only one final rate or fee structure to an Order unless the Vendor Dashboard expressly states that an additional charge applies.

The Effective Commission Rate is selected in the following order of priority: (1) an active Vendor Commission Override; if none applies, (2) an active Product Commission Override; if none applies, (3) the Category Commission Rate. A higher- priority override replaces the lower-priority rate and is not automatically added to it. A Vendor Commission Override may apply to all Products sold by the Vendor or only to identified Products, categories, locations, campaigns or dates. A Product Commission Override may apply to a Product, SKU or variation. The scope, start date and end date shown in the Vendor Dashboard or written agreement control.

Schedule 1 contains the standard category and subcategory rates. These are default rates and apply only where no

active Product Commission Override or Vendor Commission Override covers the Order.

Vicsmall may set a special rate, fixed fee, cap or tiered fee for a specific Product because of its value, margin, campaign, risk, fulfilment method or commercial arrangement. The Product Commission Override supersedes the Category Commission Rate while active.

Vicsmall may agree or assign a special rate, fixed fee, cap or tiered fee for a Vendor. This may reflect a negotiated commercial arrangement, premium plan, volume incentive, strategic partnership, corrective pricing arrangement or another approved basis. The Vendor Commission Override has the highest priority and supersedes both the Product Commission Override and Category Commission Rate within its stated scope.

Commission reductions, subscriptions, promotional rates, volume incentives and negotiated rates do not stack automatically. Where a benefit is implemented through a Vendor Commission Override, the displayed override is the final Commission Rate unless the Vendor Dashboard expressly states otherwise.

The Platform will capture or calculate a Commission Snapshot for each Order. Unless an error, fraud, deliberate misclassification or mutually agreed correction applies, a later change to a category, Product or Vendor rate will not alter the Commission Snapshot for an Order already placed. A cancelled Order that is later placed again is a new Order and may use the rate then in force.

Unless otherwise stated: Commission = Commission Base x Effective Commission Rate. The Commission Base is ordinarily the Product price actually payable or credited for the Vendor after a Vendor-funded discount, excluding separately stated delivery charges, tips and amounts expressly excluded by Vicsmall.

Where the Vendor funds a discount, Commission is ordinarily calculated on the discounted Product price. Where Vicsmall funds a discount or promotional credit, the Vendor receivable and Commission treatment will follow the campaign terms and will be disclosed before participation.

VAT, withholding tax and other taxes required by Applicable Law may apply to Vicsmall fees. Payment-processing, bank- transfer, chargeback, logistics and other third-party charges are separate from Commission unless expressly bundled into a displayed arrangement.

A Vendor must not misclassify a Product or use duplicate listings to obtain a lower rate. Vicsmall may correct the category and, where deliberate or repeated avoidance occurred, apply the correct rate retrospectively, recover the difference and take enforcement action.

Vicsmall may change a recurring category rate or fee with at least 30 days' notice. Product and Vendor overrides may begin, expire or change according to their stated terms. Changes will not ordinarily apply to earlier Orders except for correction of an error, fraud, deliberate misclassification, a legal or payment-provider requirement, or written agreement with the Vendor.

Vicsmall may offer free, paid, premium or customised Vendor plans with features such as featured placement, homepage rotation, analytics, advertising credits, badges, reduced Commission, priority support, storefront tools and promotional features.

Vendors may purchase advertising, featured listings, Top Picks placement, sponsored reels, homepage banners or other promotional services. Fees, duration and placement will be shown before purchase.

If Vicsmall cannot deliver a substantial part of a purchased placement, it may suspend the campaign and provide an appropriate credit or refund.

Vicsmall may reward eligible Vendors through volume incentives, premium plans or negotiated commercial terms. Any resulting Commission reduction will ordinarily be implemented as a Vendor Commission Override and shown in the Vendor Dashboard. A qualifying sale must be fully paid, successfully delivered, not cancelled or refunded, not fraudulent, not a self-purchase and not artificially generated. Eligibility may also depend on response time, fulfilment speed, delivery success, authenticity, customer satisfaction, complaint rate and policy compliance.

Completed qualifying sales per calendar month Commission adjustment

0-20 sales Standard Commission Rate

21-100 sales 0.5 percentage-point reduction

101 or more sales 1 percentage-point reduction

Vicsmall may permit approved affiliates, creators or partners to promote Vendor Products. Unless the Vendor joins a separately funded campaign, the affiliate reward will be funded from Vicsmall's Commission and no additional affiliate charge will be made to the Vendor. Affiliate rewards become payable only after successful delivery and the validation period. Cancelled, refunded, fraudulent and self-referred Orders do not qualify. Additional Vendor-funded affiliate rates must be disclosed before activation.

approved channel.

When an Order is placed, Vicsmall will notify the selected Vendor through the Vendor Dashboard and any enabled notification channels. The Vendor should accept or reject the Order as soon as possible and is expected to respond within 30 minutes.

If the Vendor has not responded after 30 minutes, Vicsmall may send an automated reminder. If there is still no response after 60 minutes, the Vicsmall operations team may contact the Vendor using the registered contact details.

If the Vendor has not responded within two hours after notification, Vicsmall may treat the Order as missed, cancel the offer to that Vendor and reassign or offer the Order to a Backup Vendor. The original Vendor has no entitlement to revenue, Commission treatment or compensation for a reassigned Order.

A Vendor may reject an Order for a genuine reason, including unavailable stock, inability to fulfil within the required time, an obvious pricing error, regulatory restriction, suspected fraud or another reason accepted by Vicsmall. The reason must be selected or recorded accurately.

Repeated non-response, rejection after displaying available stock, late acceptance followed by cancellation, or failure to meet agreed fulfilment windows may reduce the Vendor Score, move the Vendor to the Risk Vendor tier, lead to order reassignment, temporary restriction or termination.

After acceptance, the Vendor must follow the fulfilment route shown in the Order. Vicsmall may determine the route using the Vendor location, Buyer location, Product type, logistics availability and risk controls.

Where the Vendor and Buyer are in the same approved location, Vicsmall may send approved packaging materials to the Vendor and permit the Vendor to waybill the packaged Product directly to the Buyer through the approved delivery process.

Where direct same-location fulfilment is not approved, the Vendor must deliver the Product to the designated Vicsmall procurement centre or hub within 24 hours, or within the time shown in the Order.

An out-of-city Vendor must deliver the Product to the designated procurement centre or hub within 24 to 48 hours, or within the alternative time shown in the Order.

The Vendor must prepare the correct Product, use suitable packaging, protect against loss, contamination, tampering and damage, apply required security seals, include instructions and warranty documents, and ensure recorded weight and dimensions are accurate. Damage caused by inadequate packaging remains the Vendor's responsibility.

The Vendor must upload dispatch or hub-handover confirmation and provide valid tracking information or pickup- readiness confirmation. An Order must not be marked dispatched before actual handover.

An Order is treated as fulfilled and delivered only after the delivery or collection is verified through tracking, a one-time password, Buyer confirmation, courier evidence, hub records or another method accepted by Vicsmall.

Delivery may be arranged by Vicsmall, a Vicsmall logistics partner, the Vendor or Buyer collection. The applicable method will be shown in the Order.

The Vendor must provide accurate tracking or fulfilment information and must not mark an Order as dispatched before handover.

The Vendor is responsible until proper handover through the approved process. After verified handover to an approved courier, responsibility will be determined using courier records, packaging evidence, scans, tracking and delivery confirmation under the Logistics Policy. Vicsmall may refund a Buyer and separately recover an amount from the responsible Vendor or logistics provider.

The Vendor may be charged resulting delivery, return or redelivery costs where failure is caused by an incorrect Product, incorrect package information, inadequate packaging, failure to meet the courier or another Vendor act or omission. Buyer- or courier-caused failures are allocated under the applicable Policies.

The Vendor must comply with Applicable Law, Vicsmall's Refund and Return Policy, Product warranties, recall obligations and category-specific requirements. Mandatory Buyer rights are not removed by this Agreement.

An Order cancelled before Vendor acceptance will ordinarily produce no Vendor receivable and no Commission. Vicsmall may immediately offer the Order to another Vendor where appropriate.

Where an accepted Order is cancelled before dispatch, Vicsmall may allocate reasonable costs according to responsibility. A Vendor-caused cancellation may affect the Vendor Score and may result in logistics, packaging, payment or administrative deductions where lawfully incurred and disclosed.

The Vendor will ordinarily bear the Refund and reasonable return costs where a Product is defective, counterfeit, unsafe, expired, materially different from its description, incorrect, incomplete, damaged through inadequate packaging, missing a promised feature or accessory, or otherwise supplied in breach.

Change-of-mind Returns are handled under the Refund and Return Policy and Applicable Law. Lawful exclusions may apply to personalised, perishable, hygiene-sensitive, immediately consumed or Buyer-damaged Products where clearly disclosed before purchase.

The Vendor must inspect a returned Product promptly and provide dated images, serial numbers, packaging evidence and other requested information. A valid Return must not be rejected without reasonable grounds.

Where a full or partial Refund is approved, Vicsmall may reverse the corresponding sale proceeds and Commission, retain non-refundable third-party charges, allocate return-logistics costs and debit the Vendor Wallet or future Settlements. The Commission Snapshot will be used to calculate the reversal unless correction is required.

The Vendor warrants that it owns or is authorised to sell each Product; Products are genuine, of satisfactory and merchantable quality, fit for normal purpose, conform to the listing, free from undisclosed defects, lawfully approved and not subject to an undisclosed recall; and advertised warranties will be honoured. Where a manufacturer or Vendor warranty applies, the Vendor must provide reasonable after-sales support and must not direct the Buyer to Vicsmall for an obligation belonging to the Vendor.

Order funds may move through pending, accepted, processing, dispatched, delivered, reserved, available, withdrawn, refunded or reversed statuses. A Vendor Wallet is an electronic ledger and is not a bank or deposit account.

Subject to this Agreement, Vicsmall will ordinarily make net proceeds available within the period shown in the Vendor Dashboard, typically two to five Business Days after Confirmed Delivery. A return validation period, dispute, reserve, fraud review, part-payment arrangement or payment-provider instruction may extend the period.

The settlement statement will use the Commission Snapshot for the Order, showing the applicable Category Commission Rate, Product Commission Override or Vendor Commission Override and identifying the Effective Commission Rate applied.

Net proceeds may equal Product sale proceeds less Commission, taxes on Vicsmall fees, Transaction Charges, Vendor- funded discounts, refunds, returns, chargebacks, subscriptions, advertising fees and other authorised deductions.

Settlements are made only to a verified bank account accepted by Vicsmall. Further verification may be required where the account name does not correspond with the verified Vendor or business.

Vicsmall may hold funds where a dispute, chargeback, fraud concern, delivery issue, unusual activity, legal action, high return or cancellation rate, Product-safety concern, expected Refund, negative balance or Vendor debt exists.

Vicsmall may maintain a reasonable reserve for higher-risk Vendors and may deduct amounts owed from pending or future Settlements. Where deductions exceed available funds, the Vendor must clear the negative balance within the stated period and withdrawals or listings may be restricted until resolved.

A Vendor is not entitled to settlement for an Order that was rejected, missed, reassigned or cancelled before a valid Vendor receivable arose. Any amount provisionally displayed may be removed or reversed.

The Vendor must provide requested evidence within the stated period, including proof of dispatch and delivery, Buyer communications, Product images, invoices, serial numbers or acceptance records. Where a chargeback results from non-delivery, counterfeit Products, misleading listings, unauthorised substitution, Vendor fraud, failure to provide evidence or another Vendor breach, Vicsmall may deduct the chargeback amount, fees and reasonable related costs. The Vendor must not self-purchase to create false sales, use stolen payment details, coordinate fake Orders, manipulate affiliate attribution, create false delivery evidence, operate duplicate accounts to avoid controls, or participate in money laundering or payment cycling.

Vicsmall may access Platform communications for support, fraud prevention, quality control and dispute resolution in accordance with the Privacy Policy.

A Vendor must not use a Buyer relationship obtained through Vicsmall to avoid Platform fees. Prohibited conduct includes requesting direct payment, publishing payment or external-store links, sending fee-avoidance package inserts, cancelling a Vicsmall Order and completing it privately, encouraging false cancellation or using reels, comments or messages to bypass checkout. Vicsmall may suspend or terminate the account, recover the Commission and charges that would have been payable, withdraw promotional privileges, hold affected Settlements while investigating and take other lawful action. This does not prevent a Vendor from serving independently obtained customers.

The Vendor must not buy or fabricate reviews, review its own Products, pay for positive reviews, threaten a Buyer, require removal of a genuine negative review, create false Buyer accounts, coordinate manipulation or submit misleading complaints against competitors. A Vendor may request an honest review but may not dictate its content. Vicsmall may remove fraudulent, abusive, irrelevant or unlawful reviews, but need not remove a genuine negative review merely because the Vendor disagrees.

The Vendor must notify Vicsmall immediately and no later than 24 hours after becoming aware of a Product recall, regulatory safety concern, actual or possible serious injury, contamination, withdrawn certification, counterfeit stock or omitted material safety warning.

Vicsmall may notify affected Buyers and regulators where appropriate or legally required.

The Vendor retains ownership of its lawful Content and intellectual property.

The Vendor grants Vicsmall a non-exclusive, worldwide, royalty-free, transferable and sublicensable licence to host, reproduce, resize, format, translate, display, distribute, promote, advertise and otherwise use Vendor Content to operate and promote the Platform and Products. The licence continues while Content is listed and for a reasonable period afterwards for archived transactions, completed campaigns, legal records and existing marketing material.

The Vendor confirms it owns or has permission to use all Content, that Content does not infringe third-party rights, that consent has been obtained from identifiable persons, and that Vicsmall's permitted use will not violate another person's rights.

Vicsmall may remove Content or Products following a credible infringement complaint. The Vendor must provide evidence of ownership or authority when requested. Repeat infringement may result in termination.

The parties must comply with the Nigeria Data Protection Act 2023 and other Applicable Law. The Vendor may use Buyer personal data only to fulfil an Order, arrange delivery, provide support, process a lawful Return or warranty claim, prevent fraud or meet legal obligations. The Vendor must not sell Buyer data, add Buyers to marketing lists without a lawful basis, contact Buyers for unrelated promotions, disclose data to unauthorised persons, retain it longer than necessary, store it insecurely or use it to discriminate or cause harm. The Vendor must maintain suitable administrative, physical and technical security measures, report a suspected personal-data breach affecting Vicsmall or a Buyer immediately, and cooperate with lawful data-subject requests and regulatory enquiries.

The Vendor must comply with all Applicable Law, including consumer protection, product safety, data protection, tax, anti- money laundering, anti-bribery, customs, intellectual property, advertising, competition, sanctions, employment, environmental and sector-specific requirements. The Vendor must not offer or provide an improper payment, benefit or inducement to a Vicsmall employee, contractor, Buyer, regulator or logistics provider. Suspected fraud or bribery may be reported to authorities.

Vicsmall may collect or remit taxes where required, deduct withholding tax, request a Tax Identification Number, issue transaction reports and disclose information to tax authorities where legally required. Vicsmall does not provide tax advice.

The Vendor must retain records relating to Product sourcing, invoices, authenticity, licences, tax, inventory, delivery, warranties, complaints, Returns, safety incidents and authorised users for the legally required period. Where reasonably necessary, Vicsmall may request records, inspect relevant Products or premises with reasonable notice, conduct test purchases, request samples, verify stock, investigate complaints and require an independent compliance report. Urgent action may be taken without prior notice where serious fraud, counterfeiting or safety risk is suspected.

Vicsmall may maintain a Vendor Score using customer complaints and satisfaction, response time, fulfilment speed, delivery success, Product authenticity, cancellation and return rates, listing accuracy, stock accuracy and compliance history.

Vicsmall may assign and update Vendor tiers based on performance data: Preferred Vendor (Tier 1), Standard Vendor (Tier 2) and Risk Vendor (Tier 3). Thresholds and review periods may be shown in the Vendor Dashboard and may vary by category or operating model.

operational support or negotiated commercial benefits.

or delayed Settlement, or be restricted while performance is reviewed.

Vendor scoring and tiering are operational risk tools and do not guarantee sales. A Vendor may submit evidence of a material data error through Vendor Relations. Vicsmall may correct verified errors but is not required to disclose confidential fraud or ranking logic.

Vicsmall may suspend or restrict a Vendor Account where this Agreement is breached; fraud, counterfeiting or unsafe Products are suspected; verification is incomplete; the Vendor owes money; performance is unacceptable; safety is at risk; a regulator or payment provider requires action; account compromise is suspected; reviews, sales or rankings are manipulated; fees are avoided; or the Vendor fails to respond to serious complaints. Repeated failure to respond within the Order Response Window, repeated Order reassignment, failure to meet the 24- hour or 24-to-48-hour hub window, false dispatch confirmations, unauthorised substitutions, or sustained Risk Vendor status may justify corrective action, temporary suspension or termination. Restrictions may include Product removal, disabling listings, pausing new Orders, reassigning active Orders, holding affected funds, disabling withdrawals, limiting functions, cancelling unsafe or fraudulent Orders and restricting promotions. Where appropriate, Vicsmall will explain the general reason and provide an opportunity to respond, but may act immediately to protect Buyers and may withhold confidential security information.

The Vendor may terminate this Agreement by giving 30 days' written notice or completing the account-closure process, while fulfilling accepted Orders and resolving outstanding obligations.

Vicsmall may terminate on 30 days' notice without cause or immediately for a serious or material breach, including fraud, counterfeiting, illegal Products, serious safety risks, repeat infringement, bribery, deliberate fee avoidance, identity falsification, serious data misuse, threats or abuse, repeated non-response or fulfilment default, false dispatch information, refusal to cooperate with a lawful investigation or repeated breaches following warnings.

On termination or suspension, Vicsmall may allow accepted Orders to complete, cancel them, or reassign them where necessary to protect Buyers. The Vendor must cooperate with delivery, return, recall and dispute handling for all pre- termination Orders.

Pending funds may be held until delivery, returns, chargebacks and disputes are resolved. The Commission Snapshot remains applicable to completed pre-termination Orders. Amounts owed may be deducted and a negative balance remains payable.

Listings may be removed, dashboard access restricted, lawful records retained, and the Vendor must stop presenting itself as associated with Vicsmall. Payment, refund, warranty, recall, confidentiality, intellectual-property, data-protection, indemnity and dispute obligations survive where necessary.

To the extent caused by the Vendor's act, omission or breach, the Vendor will indemnify Vicsmall, its officers, employees and contractors against third-party claims, losses, damages, penalties and reasonable legal costs arising from defective, unsafe or counterfeit Products; personal injury or property damage; intellectual-property infringement; misleading advertising; data-protection breach; breach of law; Vendor tax liabilities; fraud or negligence; unauthorised warranties; or breach of this Agreement. Where reasonably practicable, Vicsmall will notify the Vendor of a material claim, permit reasonable participation in the defence and consult before agreeing to a settlement imposing a direct admission or non-monetary obligation on the Vendor. The Vendor may not admit liability for Vicsmall without written approval.

Nothing limits liability that cannot lawfully be limited, including fraud, fraudulent misrepresentation, wilful misconduct, death or personal injury caused by negligence, or another non-excludable liability. Subject to that restriction, Vicsmall will not be liable for indirect or consequential loss, expected profit, business opportunity, inaccurate Vendor information, acts of Buyers, couriers, banks or payment providers, temporary interruption, ranking changes, failed advertising expectations or events outside reasonable control. Vicsmall's aggregate liability arising from this Agreement will not exceed the total Commission paid or payable by the Vendor during the 12 months preceding the event giving rise to the claim. This does not affect Vicsmall's obligation to account for Vendor funds it has received and is legally required to remit.

Each party must protect non-public commercial, technical, security and financial information received from the other. Disclosure is permitted to persons who need it, professional advisers, payment and logistics providers, where required by law, to regulators or courts, or with permission. The obligation does not apply to information already public through no breach, lawfully known before disclosure, independently developed or lawfully received from another source.

Vicsmall may maintain, update or change dashboard functions, listing formats, categories, search and recommendation systems, advertising tools, payment methods, logistics integrations and security requirements. Vicsmall will use reasonable efforts to minimise material disruption but does not guarantee uninterrupted operation. Vendors should retain backup copies of Content and business records.

Neither party is liable for delay caused by events outside reasonable control, including natural disasters, fire, flooding, war, civil disturbance, epidemics, government restrictions, widespread internet or power failure, banking interruption, industrial action, logistics shutdown, cyberattack not caused by that party's negligence, or failure of critical third-party infrastructure. The affected party must take reasonable steps to reduce the impact. Payment obligations already due remain payable.

Vicsmall may update this Agreement. A material change will ordinarily be notified at least 30 days in advance through email, the Vendor Dashboard, a Platform notice or another recorded channel. Urgent changes required by law, safety, fraud prevention or a payment provider may take effect sooner. Continuing to use the Vendor Account after the effective date constitutes acceptance. A Vendor that rejects a material change may terminate before it takes effect, subject to completing outstanding Orders and obligations.

Notices to the Vendor may be sent to the registered email address, Vendor Dashboard, telephone number or another verified channel. The Vendor must keep contact information current.

Vicsmall contact Details

Vendor and customer support customerqueries@vicsmall.com

Telephone +234 815 697 0380

Website vicsmall.com

A party raising a dispute must provide written details of the issue, relevant Orders or transactions, supporting evidence and the remedy requested. The parties will first attempt good-faith resolution through Vicsmall's internal process.

If unresolved, authorised representatives will attempt to resolve the dispute within 15 Business Days after written escalation.

Where negotiation is unsuccessful, the parties may attempt mediation through a mutually agreed mediator in Lagos State.

Unless the parties agree otherwise, an unresolved commercial dispute between Vicsmall and a Vendor shall be referred to arbitration under the Arbitration and Mediation Act 2023. The arbitration will be conducted by one arbitrator, seated in Lagos State, in English, and may use remote hearings where appropriate. The arbitrator may award costs and any remedy permitted by law.

Nothing prevents either party from seeking urgent interim court relief, reporting a matter to a regulator, reporting suspected crime, pursuing an undisputed debt or exercising a right that cannot lawfully be restricted.

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

The Vendor may not transfer this Agreement or Vendor Account without written approval. Vicsmall may assign this Agreement as part of a restructuring, financing, merger, acquisition or transfer of the Platform business, subject to Applicable Law.

If a provision is invalid or unenforceable, the remaining provisions continue in effect.

Failure to enforce a provision immediately does not waive the right to enforce it later.

This Agreement and incorporated Policies form the entire agreement concerning Vendor use of the Platform, except for a separately signed commercial agreement.

Electronic acceptance, digital records, emails and Vendor Dashboard records may evidence the parties' agreement and transactions, subject to Applicable Law.

Headings are for convenience and do not affect interpretation.

Payment, refunds, indemnity, intellectual property, data protection, confidentiality, dispute resolution and liability provisions survive termination where necessary.