Vendor Agreement

Effective date: June 4, 2026. By completing merchant registration on AwaOwn, you acknowledge that you have read, understood, and agree to be bound by this Agreement.

1. Parties & definitions

This Vendor Agreement ("Agreement") is entered into between AwaOwn ("AwaOwn", "Platform", "we") and the individual or business entity that completes merchant registration ("Merchant", "you").

• "Platform" means the AwaOwn marketplace at awaown.com and all associated tools, dashboards, and APIs.
• "Order" means a confirmed purchase of the Merchant's product(s) by a buyer through the Platform.
• "Commission" means AwaOwn's fee deducted from the item subtotal of each completed Order.
• "Payout" means the net amount remitted to the Merchant's verified bank account after deduction of Commission and applicable charges.
• "Listing" means any product or service published by the Merchant on the Platform.

2. Scope of service

AwaOwn grants the Merchant access to its online marketplace, including:

• A merchant dashboard for managing Listings, inventory, orders, and store settings.
• Payment processing and buyer fund collection on the Merchant's behalf.
• Access to AwaOwn's affiliate network, which drives traffic and promotes Listings at no additional cost to the Merchant.
• Customer-support escalation tools for handling buyer disputes and returns.
• Analytics and performance reporting within the merchant dashboard.

AwaOwn does not take title to the Merchant's goods at any time. AwaOwn acts as a marketplace facilitator, not a buyer, re-seller, or logistics operator.

3. Merchant eligibility & verification

To sell on AwaOwn, the Merchant must:

• Be at least 18 years of age and legally capable of entering into binding contracts under Nigerian law.
• Provide a valid Nigerian bank account in the Merchant's name (or the registered business name) for receiving payouts.
• Provide a functional email address and phone number for account communications.

Identity verification (a valid government-issued photo ID — National ID, Voter's Card, International Passport, or Driver's Licence — together with a clear selfie holding the document) is not required at the point of sign-up. It becomes a condition for processing the Merchant's first payout. AwaOwn reviews submitted documents within 24–48 business hours of submission. Verification is at AwaOwn's sole discretion and may be declined where documents are unclear, inconsistent, or where AwaOwn has reason to suspect fraud. The Merchant must notify AwaOwn within 7 days if any submitted information changes.

4. Fees & commissions

Listing fees: AwaOwn charges no fee to create or maintain Listings. Merchants pay only when a sale is completed.

Commission: AwaOwn deducts a percentage Commission from the item subtotal (excluding delivery charges and taxes) of each completed Order. Commission rates are published on the Commission Structure page and vary by product category. The rates applicable at the time an Order is placed are the rates that apply to that Order's payout, rate changes are never applied retroactively.

Payment processing: A standard Paystack payment processing fee is deducted from the Merchant's earnings on each payout. This fee is not an additional charge to buyers — it is applied against the Merchant's portion of the transaction at the point of settlement. Any additional fees for international card payments or currency conversion will be clearly disclosed before they are applied.

Rate changes: AwaOwn will provide at least 14 days' written notice by email before changing Commission rates. Continued use of the Platform after a rate change takes effect constitutes acceptance of the new rates.

5. Payouts & settlement

• Eligibility window: An Order's value becomes eligible for payout 3 calendar days after delivery confirmation. This window exists to cover buyer return requests.
• Payout schedule: Eligible funds are batched and remitted to the Merchant's verified bank account on a weekly basis (every Monday, processed by end of business day). Funds received too late to be included in the current week's run are carried to the following week.
• Minimum payout threshold: There is no minimum payout threshold, all eligible cleared funds are remitted each cycle.
• Disputed orders: Funds from any Order that is under active dispute or return investigation are withheld until the dispute is closed. AwaOwn aims to close all disputes within 5 business days.
• Bank details: The Merchant is responsible for ensuring their payout account details are current and accurate. AwaOwn is not liable for funds remitted to an incorrectly provided bank account. Changes to payout bank details take effect from the next payout cycle after verification of the new account.
• Taxes: Payouts are made gross of income tax. The Merchant is solely responsible for declaring and paying all taxes applicable to their trading income, including VAT where applicable, under Nigerian tax law (FIRS requirements).

6. Merchant obligations

By selling on AwaOwn, the Merchant agrees to:

• Maintain accurate, up-to-date inventory levels in the merchant dashboard to avoid accepting orders for out-of-stock items.
• Respond to order notifications and confirm acceptance within 12 hours.
• Dispatch confirmed orders within the delivery window advertised on each Listing.
• Upload a valid tracking number for each dispatched order within 24 hours of shipping.
• Respond to buyer messages within 24 hours on business days.
• Handle eligible returns and refunds promptly in accordance with the Refund Policy.
• Keep account contact details (email, phone, bank account) accurate and current.
• Comply with all applicable Nigerian laws governing the sale of their products, including consumer protection, product safety, and licensing requirements.

7. Product compliance

The Merchant warrants that all products listed on AwaOwn:

• Are genuine, accurately described, and safe for the stated use.
• Are not counterfeit, stolen, or unlicensed replicas of branded goods.
• Do not infringe any third-party intellectual property rights.
• Comply with all applicable Nigerian product safety standards, labelling requirements, and import or trade regulations.
• Are not prohibited under Nigerian law or AwaOwn's product policies (including but not limited to: weapons, narcotics, adult content, prescription medicines without a pharmacy licence, and financial instruments).

AwaOwn reserves the right to remove any Listing that does not comply with this clause without prior notice, and to permanently suspend accounts engaged in systematic non-compliance.

8. Order management

The Merchant is responsible for the complete fulfilment of each accepted Order, including accurate packing and marking the order as ready for collection. Delivery logistics are handled by Fez Delivery, AwaOwn's appointed third-party courier. Once the Merchant marks an order as ready, a Fez rider is booked to collect the package from the Merchant's registered address. Failure to have the order packed and ready for collection, or failure to notify the buyer and request a cancellation before the rider arrives, is a material breach of this Agreement. Repeated order cancellations or non-fulfilment may result in account warnings, temporary suspension, or permanent closure.

In the event of a dispute between a buyer and the Merchant regarding an Order, AwaOwn will mediate. The Merchant must respond to AwaOwn's dispute enquiries within 48 hours. Failure to engage within this window will result in AwaOwn ruling in the buyer's favour and processing a refund from withheld payout funds.

9. AwaOwn platform obligations

AwaOwn commits to:

• Maintaining the marketplace in reasonable working order, targeting 99% uptime measured monthly.
• Processing buyer payments accurately and remitting Payouts on schedule.
• Providing the Merchant with a dashboard showing real-time order, sales, and payout data.
• Responding to merchant support enquiries within 1 business day during business hours (Mon–Fri, 9am–6pm WAT).
• Notifying the Merchant of Commission rate changes at least 14 days in advance.

AwaOwn does not guarantee any minimum sales volume, traffic levels, or affiliate promotion for any specific Listing.

10. Intellectual property

The Merchant retains full ownership of all intellectual property rights in their product content, including photographs, descriptions, and branding. By uploading content to AwaOwn, the Merchant grants AwaOwn a non-exclusive, royalty-free licence to display, reproduce, and use that content on the Platform and in marketing materials (including social media, email campaigns, and advertising) for the duration of this Agreement.

Upon termination of this Agreement, AwaOwn will cease active use of the Merchant's branding in new marketing materials within 30 days, though archival records may be retained for legal and compliance purposes.

11. Suspension & reinstatement

Warning: For a first or minor breach (e.g. a single late dispatch or single unresolved return), AwaOwn will issue a written warning via email.

Temporary suspension: Repeated breaches, sustained low performance metrics, or a credible fraud allegation may result in a temporary suspension of the Merchant's store and withholding of pending payouts pending investigation. The Merchant will be notified of the reason and given an opportunity to respond within 5 business days.

Permanent closure: Serious or systematic violations, including fraud, counterfeit goods, identity misrepresentation, or repeated failure to honour returns, will result in permanent account closure and forfeiture of any pending payouts associated with the violations.

Reinstatement: A temporarily suspended merchant may apply for reinstatement by writing to merchants@awaown.com with a remediation plan. Reinstatement is at AwaOwn's sole discretion.

12. Term & termination

This Agreement begins when the Merchant's account is approved and continues on a month-to-month basis until terminated. Either party may terminate this Agreement with 14 days' written notice by email. Termination does not affect obligations already in existence, the Merchant must complete all orders in progress and AwaOwn must issue outstanding payouts for completed orders, net of applicable deductions.

AwaOwn may terminate immediately, without notice, in cases of fraud, criminal activity, material and repeated breach of this Agreement, or where required by Nigerian law or regulatory authority.

13. Indemnity

The Merchant agrees to indemnify, defend, and hold AwaOwn harmless from and against any claims, losses, liabilities, damages, costs, and expenses (including reasonable legal fees) arising from or relating to:

• Products the Merchant listed or sold, including claims of defect, harm, or product liability.
• Any misleading, false, or infringing content in the Merchant's Listings.
• Infringement of any third-party intellectual property right by the Merchant's products or content.
• The Merchant's failure to comply with applicable Nigerian laws, including tax obligations.
• Fraud or wilful misconduct by the Merchant or their employees or agents.

14. Liability limitation

AwaOwn's liability to the Merchant under this Agreement is limited to the total Commission received from the Merchant's sales in the 3 months immediately preceding the relevant claim. AwaOwn is not liable for indirect or consequential losses, including loss of profit, loss of data, or reputational damage. Nothing in this clause limits liability for fraud, death, or personal injury caused by AwaOwn's negligence.

15. Governing law & disputes

This Agreement is governed by and construed under the laws of the Federal Republic of Nigeria. Both parties agree to attempt to resolve any dispute arising under this Agreement in good faith through direct negotiation before resorting to formal proceedings. If negotiation fails within 30 days, disputes shall be referred to mediation, and if mediation fails, to the courts of competent jurisdiction in Nigeria.

16. Amendments

AwaOwn may amend this Agreement by providing at least 14 days' written notice to the Merchant's registered email address. If the Merchant does not accept the amended terms, they must notify AwaOwn before the effective date and cease using the Platform. Continued use of the Platform after the effective date constitutes acceptance of the amended Agreement.