VENDOR TERMS & AGREEMENT

1. VENDOR ELIGIBILITY & ONBOARDING

To qualify as a Vendor, you must:

1. Be a legally registered business or duly identified individual trader in Nigeria or a jurisdiction acceptable to Vicsmall
2. Provide valid and current CAC registration documents (for businesses) or a government-issued ID (for sole traders)
3. Provide a valid Bank Verification Number (BVN) and bank account for payment settlement
4. Provide a recent passport-style photograph, proof of address dated within the allowed window, and any other KYV documents requested in the verification form
5. Corporate vendors must supply FIRS TIN, director identification, and SCUML documentation where applicable
6. Provide a valid business address and contact information
7. Complete Vicsmall's Know Your Vendor (KYV) verification process to Vicsmall's satisfaction
8. Have no prior history of fraud, counterfeiting, or serious regulatory violations as may be disclosed in the KYV process

Vicsmall reserves the absolute right to reject any Vendor application without providing reasons.

2. VENDOR DASHBOARD & LISTINGS

2.1 Listing Obligations

• All product descriptions, images, specifications, and pricing must be accurate, current, and not misleading
• All listed goods must comply with applicable Nigerian law, including consumer protection, product safety, SON standards, NAFDAC requirements, and customs regulations where relevant
• Vendors must not list prohibited goods (see Prohibited Items Schedule below)
• Product images must be original or properly licensed; they must accurately represent the goods being sold
• Vendors shall update listings promptly where stock levels, pricing, or specifications change

2.2 Prohibited Items Schedule

The following may NOT be listed on Vicsmall:

• Narcotics, controlled substances, or any items regulated under the NDLEA Act
• Firearms, ammunition, or explosive devices (without appropriate licensing)
• Counterfeit goods or goods infringing any intellectual property rights
• Stolen goods
• Goods requiring a licence that the Vendor does not hold
• Sexually explicit or obscene material
• Tobacco products, alcohol (without applicable permits)
• Any goods banned for import by the Nigeria Customs Service or the Government of Nigeria

3. PRICING, COMMISSION & SETTLEMENT

3.1 Pricing

Vendors set their own prices. All prices displayed on the Platform must be in Nigerian Naira (NGN), inclusive of applicable VAT, unless otherwise approved by Vicsmall.

3.2 Commission

Vicsmall charges a commission on each completed transaction at the rate specified in the Vendor Dashboard ("Commission Rate"). Vicsmall reserves the right to vary the Commission Rate with 30 days' written notice to Vendors.

3.3 Settlement

Vicsmall will remit the net sale proceeds (sale price less Commission and any applicable transaction charges) to the Vendor's registered bank account within the settlement period specified in the Vendor Dashboard (typically 2–5 business days following confirmed delivery), subject to hold-backs during active disputes.

3.4 Disputed Transactions

Vicsmall may withhold settlement of a transaction where: a Buyer dispute is active; the transaction is flagged by our fraud detection systems; or a chargeback has been initiated. Withheld funds will be released following resolution of the matter.

4. ORDER FULFILMENT OBLIGATIONS

• Vendors must confirm acceptance of orders within 24 hours of receipt
• Goods must be dispatched within the handling time stated in the product listing
• Goods must be properly packaged to prevent damage in transit
• Vendors must provide valid tracking information (where applicable) upon despatch
• Vendors bear all risks of loss or damage to Goods until confirmed delivery to the Buyer

5. VENDOR WARRANTIES

The Vendor warrants and represents to Vicsmall and to each Buyer that:

1. The Vendor has full right, title, and authority to sell each listed Good
2. Each Good is of merchantable quality and fit for the purpose described
3. Each Good conforms to the listing description and images
4. The Good is free from any undisclosed encumbrances, defects, or recalls
5. Selling the Good does not infringe the intellectual property rights of any third party
6. All necessary regulatory certifications (SON, NAFDAC, etc.) for the Good have been obtained

6. VENDOR INDEMNITY

The Vendor agrees to fully indemnify Vicsmall and hold it harmless against any and all claims, losses, damages, fines, regulatory penalties, and legal costs (including solicitor-client costs) arising from or in connection with: (a) any breach of the Vendor's warranties; (b) product liability claims relating to Vendor goods; (c) intellectual property infringement; (d) the Vendor's violation of applicable law; or (e) the Vendor's wilful misconduct or negligence.

7. INTELLECTUAL PROPERTY

The Vendor grants Vicsmall a non-exclusive, worldwide, royalty-free licence to use, reproduce, display, and promote the Vendor's product listings (including images and descriptions) on the Platform and in Vicsmall's marketing materials for the duration of this Agreement.

The Vendor warrants that all content submitted to Vicsmall is the Vendor's original work or is properly licensed, and does not infringe any third-party copyright, trademark, or other IP rights.

8. RATINGS, REVIEWS & CONDUCT

• Vendors must not solicit, incentivise, or manipulate customer reviews
• Vendors must respond to Buyer enquiries within 48 hours
• Vendors must engage in professional and respectful communication with Buyers and Vicsmall staff at all times
• Vendors must not conduct off-platform transactions with Buyers sourced through Vicsmall to circumvent Platform fees

9. SUSPENSION & TERMINATION

9.1 Grounds for Suspension

Vicsmall may immediately suspend a Vendor’s account where:

• The Vendor violates any provision of this Agreement
• Fraud, counterfeiting, or serious regulatory non-compliance is suspected or established
• An unreasonably high rate of customer disputes, returns, or negative ratings is recorded
• The Vendor fails to maintain KYV standards

9.2 Termination

Either party may terminate this Agreement by 30 days' written notice. Vicsmall may terminate immediately for material breach. Upon termination: active listings will be removed; pending settlements will be processed subject to the resolution of all active disputes; and the Vendor's obligations of confidentiality and indemnity survive termination.

10. GOVERNING LAW & DISPUTE RESOLUTION

This Vendor Agreement is governed by Nigerian law. Disputes shall be resolved in accordance with the tiered dispute resolution mechanism set out in the Vicsmall Terms and Conditions of Use (Part III).