This Online Marketplace Vendor Partnership Agreement (“Agreement”) is entered into between AYCEE Builder (“AYCEE”) and the registered vendor (“Vendor”) for the purpose of establishing the terms under which the Vendor may list and sell construction and finishing materials through the AYCEE online marketplace.

1. Purpose

This Agreement sets out the terms and conditions governing the Vendor’s participation on the AYCEE online marketplace, including vendor registration, verification, product listings, pricing, orders, fulfilment, payments, delivery, customer protection, returns, refunds, complaints and other marketplace activities.

2. Nature of the Relationship

2.1 The Vendor operates as an independent business and is not an employee, agent, joint venture participant or representative of AYCEE.

2.2 This Agreement does not create an exclusive relationship. AYCEE may work with multiple Vendors offering similar or competing products.

2.3 The Vendor remains responsible for the products it lists and supplies, including their quality, specifications, pricing, availability, legality and compliance with applicable requirements.

2.4 AYCEE does not guarantee any minimum sales volume, order quantity or revenue to the Vendor.

3. Vendor Registration and Verification

3.1 Vendors eligible to register may include manufacturers, distributors, suppliers, retailers, businesses and legitimate individuals offering products relevant to construction and finishing.

3.2 The Vendor shall provide information reasonably required by AYCEE for registration and verification, including:

• Full name or registered business name
• Business address
• Phone number and email address
• CAC registration details, where applicable
• Name and designation of authorised contact person
• Product categories
• Product catalogue or product list
• Bank account details
• Valid identification for the authorised representative, where required
• Relevant certifications, licences or supporting documents, where applicable
• Any other information reasonably required by AYCEE for verification

3.3 Every Vendor must be reviewed and approved by AYCEE before being permitted to sell through the marketplace.

3.4 Administrative approval shall apply to Vendor registration and marketplace participation.

3.5 AYCEE may request additional information or documentation at any stage where reasonably necessary for verification, compliance, customer protection or platform integrity.

4. Product Listing and Approval

4.1 An approved Vendor may create and manage its own product listings on the marketplace, subject to AYCEE’s marketplace requirements.

4.2 Individual products do not require separate approval where they are listed by an approved Vendor and comply with AYCEE’s requirements. However, AYCEE reserves the right to review, edit, suspend, remove or reject any product listing.

4.3 Vendors are responsible for ensuring that all product information displayed on the marketplace is accurate and current, including:

• Product name
• Product description
• Images
• Specifications
• Brand
• Price
• Availability
• Product variations
• Relevant delivery information
• Any other information required for customers to make an informed purchase

4.4 Vendors shall not knowingly provide false, misleading, incomplete or inaccurate information about any product.

5. Products, Categories and Marketplace Structure

5.1 AYCEE shall control the marketplace categories and subcategories and may create, modify, merge, rename or remove categories as necessary.

5.2 Vendors may list products only within categories approved by AYCEE.

5.3 Vendors may manage their own product listings but shall not create, modify or remove marketplace categories or subcategories.

5.4 Where a Vendor has a product that does not appropriately fit an existing category, the Vendor may request the creation or addition of a relevant category. AYCEE shall determine whether such category is required and whether it will be created.

5.5 The initial marketplace categories include:

• Building Materials
• Roofing Materials
• Tiles & Flooring
• Sanitary Wares & Bathroom Fittings
• Plumbing Materials
• Electrical & Lighting
• Doors & Windows
• Paints & Wall Finishes
• Ceiling & Interior Finishes
• Kitchen & Cabinet Fittings
• Ironmongery & Hardware
• Landscaping & Outdoor Materials
• Aluminium & Glass
• Pipes & Fittings
• Adhesives, Sealants & Chemicals
• Tools & Construction Equipment
• Bespoke & Custom Products

5.6 AYCEE may introduce additional categories or modify existing categories as the marketplace develops.

5.7 The marketplace is intended for building-related construction and finishing products and services. Products or services outside the scope of the marketplace may not be listed.

5.8 Vendors shall not list products that are:

• Illegal
• Prohibited
• Counterfeit or fake
• Stolen
• Misrepresented
• Knowingly unsafe or defective
• Infringing on intellectual property rights
• Subject to regulatory approval that has not been obtained
• Otherwise considered unsuitable for the AYCEE marketplace

5.9 AYCEE may prohibit, suspend or remove any product or service that it reasonably considers to present a legal, safety, regulatory, customer protection or reputational risk.

6. Pricing and Price Validity

6.1 Vendors are responsible for setting and maintaining the prices of their listed products.

6.2 The price displayed on the marketplace at the time an order is placed shall apply to that order, subject to any genuine pricing error or adjustment communicated to the customer.

6.3 Vendors shall promptly update product prices, discounts and availability whenever there is a change.

6.4 Repeated inaccurate pricing, failure to honour listed prices or deliberate price misrepresentation may result in removal of the affected listing, suspension of the Vendor or termination of marketplace participation.

7. Marketplace Service Fee

7.1 AYCEE shall charge a 7.5% marketplace service fee on the net sales value of products sold through the AYCEE online marketplace.

7.2 The 7.5% marketplace service fee shall be deducted from the Vendor’s sales proceeds before Vendor payout.

7.3 The marketplace service fee applies to standard sales completed through the AYCEE online marketplace.

7.4 The marketplace service fee does not automatically apply to separate procurement, sourcing or other commercial engagements conducted outside the standard marketplace transaction process, unless otherwise agreed.

8. Payment and Vendor Payouts

8.1 Customers shall make payments for marketplace orders directly to AYCEE through the available payment channels, including Paystack or other payment channels made available by AYCEE.

8.2 AYCEE shall bear applicable payment and transaction processing fees associated with customer payments through the marketplace.

8.3 Vendor payout shall be processed two (2) weeks after the relevant order has been completed, subject to the conditions set out in this Agreement.

8.4 Vendor payout is subject to administrative approval by AYCEE.

8.5 Where there is an unresolved customer complaint, return, refund request, quality issue, delivery issue or other material dispute relating to an order, AYCEE may withhold the affected Vendor payment until the matter has been reviewed and resolved.

8.6 Where the Vendor successfully fulfils the order and there are no unresolved issues requiring payment to be withheld, the Vendor shall receive the applicable sales proceeds less the AYCEE marketplace service fee and any other expressly agreed adjustments.

8.7 Vendor payments shall be made to the approved Vendor bank account or through another payment method agreed with AYCEE.

9. Order Processing and Fulfilment

9.1 The Vendor shall acknowledge and process confirmed marketplace orders received through AYCEE.

9.2 The Vendor shall maintain sufficient stock or accurately indicate product availability.

9.3 The Vendor shall supply products according to the specifications, quantity, brand, grade, quality and other requirements stated in the order.

9.4 The Vendor shall promptly notify AYCEE of any stock shortage, delay, inability to fulfil or other issue affecting an order.

9.5 The Vendor shall not substitute a product with another product without appropriate approval.

9.6 Where an approved alternative product is proposed, the customer shall be informed where applicable before the alternative is supplied.

10. Delivery and Logistics

10.1 Delivery may be handled by AYCEE, the Vendor, or another agreed logistics provider, depending on the arrangement for the particular order.

10.2 The delivery location shall be flexible and may be within or outside Lagos, subject to the applicable delivery arrangement and logistics availability.

10.3 Delivery charges shall be determined based on the applicable logistics cost for the order.

10.4 Depending on the delivery arrangement, applicable logistics pricing may be based on services such as Uber or an agreed delivery cap according to vehicle type, including:

• Motorcycle
• Saloon car
• SUV
• Truck/Hilux
• Long vehicle

10.5 The applicable delivery charge shall be communicated to the customer as part of the order process where required.

10.6 Where the Vendor is responsible for delivery, the Vendor shall ensure that products are properly packaged, handled and transported to reduce the risk of damage.

10.7 Where AYCEE or an appointed logistics provider handles delivery, responsibility for delivery shall be determined based on the agreed delivery arrangement.

10.8 Any delivery delay, failed delivery or damage occurring during delivery shall be investigated based on the party responsible for the relevant stage of handling and transportation.

11. Returns, Refunds and Customer Complaints

11.1 Return and Refund Request Period

Customers shall have fourteen (14) days after delivery to report a product issue and request a return, refund or other applicable resolution, subject to the provisions of this Agreement.

11.2 Categories of Issues That May Qualify for Return, Refund or Corrective Action

A customer may raise a complaint where the product:

1. Is defective or faulty.
2. Is damaged when delivered.
3. Is materially different from the product ordered.
4. Does not match the stated specifications.
5. Is the wrong brand, model, size, grade, type or variation ordered.
6. Is supplied in an incorrect quantity.
7. Is materially damaged due to Vendor packaging, handling or transportation where the Vendor was responsible.
8. Was supplied through an unauthorised substitution.
9. Contains a material misrepresentation regarding its description, quality, specification or condition.
10. Cannot reasonably be used for the purpose for which it was purchased due to a Vendor-related defect or non-conformity.
11. Cannot be fulfilled by the Vendor within the agreed timeframe where no acceptable alternative has been agreed with the customer.
12. Involves another material fulfilment issue attributable to the Vendor or the order process.

11.3 Vendor’s Opportunity to Rectify

Where a valid complaint is raised, the Vendor shall first be given the opportunity, where reasonably possible, to rectify the issue.

Depending on the nature of the complaint, rectification may include:

• Replacement of the affected product
• Repair
• Correction of quantity
• Supply of the correct specification
• Completion of the outstanding order
• Other reasonable corrective action

11.4 Faulty Replacement

Where a product is found to be faulty and the Vendor replaces the product, but the replacement is also faulty or does not resolve the original issue, the customer may be entitled to:

• A refund; or
• An alternative resolution agreed by AYCEE and the customer.

11.5 Failure to Rectify

Where the Vendor fails or refuses to reasonably rectify a valid complaint, AYCEE may:

• Withhold payment relating to the affected order;
• Require the Vendor to provide an appropriate remedy;
• Replace the affected product with an alternative where reasonably necessary; or
• Provide another appropriate resolution to protect the customer.

11.6 Vendor Payment Consequence

Where a valid complaint remains unresolved due to the Vendor’s failure to fulfil its responsibilities, the Vendor may not receive payment for the affected order or affected portion of the order until the matter is resolved.

Where AYCEE incurs a reasonable direct cost in providing an alternative resolution due to a Vendor-related issue, AYCEE may take the relevant cost into account when determining the amount payable to the Vendor, subject to the circumstances of the case.

11.7 Refunds

A refund may be considered where:

• The product remains faulty after an appropriate replacement;
• The Vendor cannot provide the correct product or an acceptable replacement;
• The Vendor fails to rectify a valid complaint;
• The product materially differs from what was ordered and the issue cannot reasonably be corrected;
• The order cannot be fulfilled as agreed and no acceptable alternative is available; or
• Another circumstance reasonably justifies a refund under AYCEE’s customer protection process.

11.8 Custom, Bespoke and Special-Order Products

Custom-made, bespoke, imported, manufactured-to-order, cut-to-size or specially sourced products may be subject to different return, cancellation and refund conditions due to their nature.

Applicable conditions shall be communicated to the customer before confirmation of the relevant order where reasonably possible.

11.9 Inspection and Evidence

AYCEE may request photographs, videos, delivery records, order details, product specifications or other information reasonably required to investigate a complaint.

11.10 Complaint Resolution

AYCEE may review complaints involving the customer, Vendor, delivery provider or other relevant parties and determine the appropriate resolution based on the circumstances and available information.

12. Product Quality and Vendor Responsibility

12.1 The Vendor is responsible for ensuring that products supplied through the marketplace are of the quality, authenticity, condition and specification represented in the listing.

12.2 Products supplied must correspond materially with the description, images, specifications and other information provided by the Vendor.

12.3 The Vendor shall be responsible for addressing products that are:

• Defective
• Damaged due to Vendor-related handling
• Incorrect
• Incomplete
• Non-conforming
• Materially different from the agreed specification
• Otherwise inconsistent with the Vendor’s listing or confirmed order

12.4 AYCEE may request documentation, certification, proof of authenticity, manufacturer information or other supporting information where reasonably required.

12.5 Repeated quality issues, misrepresentation or customer complaints may result in the suspension or removal of products or the Vendor from the marketplace.

13. Professional Services and Tradesmen Directory

13.1 AYCEE may operate a directory or service platform for approved construction professionals, skilled tradesmen and service providers.

13.2 Professionals and tradesmen shall be verified and approved by AYCEE before being listed where applicable.

13.3 Professional services may include, but are not limited to:

• Tiling
• Plumbing
• Electrical work
• Bricklaying
• Plastering
• Other construction and finishing services approved by AYCEE

13.4 Customers requiring professional services shall submit their service request through AYCEE.

13.5 AYCEE may facilitate the connection, appointment or booking between the customer and the relevant professional.

13.6 AYCEE may not provide unrestricted direct contact details where the service requires the customer to book or communicate through the AYCEE process.

13.7 Customers may review and rate professionals after completed services.

13.8 Professional reviews and ratings may contribute to the professional’s overall rating and may influence continued participation on the platform.

13.9 Listing a professional does not constitute employment, agency, partnership or a guarantee by AYCEE of the professional’s performance.

13.10 Professionals remain responsible for their competence, conduct, quality of work, safety and execution of services.

13.11 AYCEE may suspend or remove a professional based on complaints, poor performance, misconduct, verification concerns, safety concerns or other legitimate reasons.

14. Vendor Responsibilities

The Vendor shall:

14.1 Provide accurate registration and verification information.

14.2 Maintain accurate product listings, descriptions, prices and availability.

14.3 Maintain adequate stock or clearly indicate product availability.

14.4 Fulfil confirmed orders within the agreed timeframe.

14.5 Supply products according to the agreed specifications, quantity and quality.

14.6 Respond promptly to order enquiries, fulfilment requests and customer complaints referred through AYCEE.

14.7 Comply with all applicable laws, regulations, standards and requirements relating to its products and business activities.

14.8 Avoid misleading claims concerning product quality, origin, authenticity, availability or performance.

14.9 Protect customer information received through the marketplace and use it only for legitimate transaction-related purposes.

14.10 Notify AYCEE promptly of any issue affecting the fulfilment of an order.

15. AYCEE Responsibilities

AYCEE shall:

15.1 Maintain and operate the online marketplace subject to applicable platform processes and technical availability.

15.2 Review and approve Vendors before they are permitted to sell through the marketplace.

15.3 Facilitate marketplace orders and customer payments.

15.4 Provide Vendors with relevant order information required for fulfilment.

15.5 Facilitate customer complaint and issue resolution.

15.6 Apply the agreed 7.5% marketplace service fee.

15.7 Process Vendor payments in accordance with the applicable payout conditions.

15.8 Maintain reasonable marketplace controls designed to support customer protection and platform integrity.

16. Prohibited Conduct

The Vendor shall not:

16.1 List or supply counterfeit, fake, stolen, illegal or prohibited products.

16.2 Misrepresent the quality, brand, origin, specification or authenticity of a product.

16.3 Manipulate marketplace prices or provide deliberately misleading pricing information.

16.4 Use customer information obtained through AYCEE to bypass the marketplace for unauthorised transactions.

16.5 Attempt to redirect marketplace customers to complete transactions outside AYCEE without authorisation.

16.6 Engage in fraudulent, deceptive or unlawful activity through the marketplace.

16.7 Provide false business information, credentials, certifications or product documentation.

16.8 List products or services outside the approved marketplace scope without AYCEE’s approval.

16.9 Engage in conduct that materially damages the integrity, reputation or customer trust associated with AYCEE.

17. Customer and Transaction Protection

17.1 Marketplace transactions shall be processed through AYCEE unless an alternative arrangement has been expressly authorised.

17.2 Vendors shall not use customer information obtained through AYCEE to bypass the marketplace or divert customers to unauthorised transactions.

17.3 AYCEE may investigate suspected fraud, abuse, unauthorised transactions, customer complaints or violations of this Agreement.

17.4 AYCEE may take appropriate action where necessary to protect customers, Vendors and the integrity of the marketplace.

18. Confidentiality

18.1 Each party shall protect confidential business, customer, commercial and operational information obtained through the partnership.

18.2 Confidential information shall not be disclosed to third parties except:

• With the permission of the party that provided the information;
• Where disclosure is reasonably required to complete an agreed transaction; or
• Where disclosure is required by law or a competent authority.

18.3 Customer information shall be handled responsibly and only for legitimate purposes connected with the transaction or service.

19. Suspension and Termination

19.1 AYCEE may suspend or remove a Vendor, product or marketplace access where there is:

• Breach of this Agreement
• False or inaccurate information
• Serious or repeated customer complaints
• Repeated fulfilment failures
• Supply of prohibited, counterfeit or non-conforming products
• Fraudulent or deceptive conduct
• Failure to comply with applicable requirements
• Material legal, safety, regulatory or reputational risk

19.2 A Vendor may request termination of its marketplace participation by providing reasonable notice to AYCEE.

19.3 Termination shall not automatically remove obligations relating to existing orders, outstanding complaints, refunds, payments, confidentiality or other matters that arose before termination.

19.4 AYCEE may take reasonable steps to complete or resolve existing customer orders and complaints following suspension or termination.

20. Amendments and Marketplace Policies

20.1 AYCEE may update marketplace policies, procedures, categories, operational requirements and other platform processes as the marketplace develops.

20.2 Where an amendment materially affects commercial terms, AYCEE shall communicate the applicable change to Vendors.

20.3 Continued participation in the marketplace following appropriate notice of updated terms may constitute acceptance of the applicable changes, subject to applicable law.

21. Governing Principle

This Agreement is intended to establish a clear operational and commercial framework for the Vendor’s participation in the AYCEE online marketplace while protecting customers, Vendors and the integrity of the platform.

Where a specific transaction requires additional commercial, procurement, delivery or product-specific terms, those terms may be agreed separately and shall apply to the relevant transaction where properly documented.

22. Acceptance

By registering as a Vendor on the AYCEE online marketplace, the Vendor confirms that it has read, understood and agreed to the terms of this Online Marketplace Vendor Partnership Agreement. AYCEE may also request a signed copy of this Agreement as part of Vendor verification.