Vendor Services Agreement

VendaHQ operates as a premium matching and booking platform, connecting clients across Nigeria with verified, high-quality event service vendors. By registering on the platform and accepting bookings through VendaHQ, the Vendor agrees to provide their specified services — including but not limited to catering, baking, event décor, floral design, mixology, and allied event services — to clients at the standards of quality and professionalism represented in their VendaHQ profile.

All financial transactions are managed exclusively through VendaHQ's secure payment infrastructure. The following payment structure applies to all bookings:

2.1 Client Payment into Escrow

Upon confirmation of a booking, the client is required to pay the full agreed-upon project amount directly into VendaHQ's designated escrow account before any service commences. No work should begin until VendaHQ confirms that client payment has been received.

2.2 Mobilisation Release — 70% (Before the Event)

Within two (2) Business Days of confirmed receipt of the client's full payment into escrow, VendaHQ will disburse seventy percent (70%) of the total project value to the Vendor — before the event takes place. This disbursement is intended for mobilisation, materials acquisition, logistics, and all preliminary operational costs required to prepare for the event. “Business Days” means Monday to Friday, excluding Nigerian public holidays.

2.3 Final Balance Release — 30% (After the Event, minus Platform Commission)

Following Successful Completion of the event (as defined in Section 9), VendaHQ will release the remaining thirty percent (30%) of the project value to the Vendor, minus a standard platform commission of ten percent (10%) of the total overall project value. This means the net final payment to the Vendor is 20% of the total project value. The Vendor acknowledges and agrees to this commission structure as part of the consideration for access to the VendaHQ platform, verified client base, and payment protection infrastructure.

2.4 Payment Method and Timeline

All disbursements will be made via direct bank transfer to the Vendor's registered Nigerian bank account. VendaHQ shall not be responsible for delays caused by interbank transfer processing times, banking system outages, or incorrect account details provided by the Vendor. The Vendor is responsible for ensuring that their registered bank account details are accurate and current at all times.

2.5 Additional Costs and Upsells

Any additional costs or upsells requested by the client during the planning or execution phase must be routed through the VendaHQ platform to ensure they are covered under the payment protection policy. Vendors must not accept direct payments from VendaHQ clients for services related to a VendaHQ booking.

Each Party shall be solely responsible for the payment of all taxes, levies, and statutory contributions applicable to their own income, services, and business operations under the laws of the Federal Republic of Nigeria, including but not limited to Value Added Tax (VAT). Unless otherwise expressly stated, the platform commission of ten percent (10%) is exclusive of VAT. VendaHQ reserves the right to deduct applicable withholding tax from payments to Vendors where required by Nigerian law.

The Vendor agrees to the following obligations for every booking accepted through VendaHQ:

• Execute all booked services to the highest professional standard, consistent with the quality represented in their VendaHQ portfolio and profile
• Communicate promptly and transparently with VendaHQ regarding any delays, challenges, or adjustments that may affect the client's event
• Arrive at the event venue at the agreed time and fully equipped to deliver the booked service
• Conduct themselves with professionalism and courtesy in all interactions with clients, client guests, and other event vendors
• Notify VendaHQ immediately — and no later than 48 hours after becoming aware — of any Force Majeure event or circumstance that may prevent fulfilment of a booking

To signify the curated and premium nature of occasions delivered through the VendaHQ platform, Vendors are encouraged to display the VendaHQ logo alongside their own branding at events secured through the platform, wherever physically and aesthetically feasible.

5.1 Social Media and Content Rights

Each Party grants the other a non-exclusive, royalty-free licence to use photographs, videos, and other content captured at VendaHQ-booked events for marketing and promotional purposes, subject to the following conditions:

• Content featuring the VendaHQ brand shall credit @VendaHQ when published on social media platforms
• Content featuring the Vendor's work shall credit the Vendor's business when published by VendaHQ
• Neither Party shall publish content that misrepresents the other Party's brand, services, or quality
• Either Party may request the removal of specific content by written notice, which the other Party shall honour within five (5) Business Days

In accordance with Nigeria's Evidence Act 2011 and the Cybercrimes (Prohibition, Prevention, Etc.) Act 2015, which recognise electronic communications and digital records as admissible evidence, the Vendor's acceptance of this Agreement may be effected by any of the following means:

• Submission of the VendaHQ vendor onboarding form (online or otherwise)
• A written confirmation — including a message reading “I agree,” “Accepted,” or words of similar effect — communicated via WhatsApp, email, or SMS to VendaHQ
• The act of accepting and fulfilling a client booking through the VendaHQ platform

Each of the above shall constitute full, valid, and legally binding acceptance of this Agreement, with equal force and effect as a handwritten signature.

VendaHQ is committed to protecting personal data in accordance with the Nigeria Data Protection Act 2023 (NDPA) and the Nigeria Data Protection Regulation 2019 (NDPR). By entering into this Agreement, the Vendor consents to VendaHQ collecting, storing, and processing personal and business data for the purposes specified in our Privacy Policy.

The Vendor agrees that, for a period of twelve (12) months following the last booking fulfilled through VendaHQ, they shall not directly solicit, accept, or arrange private bookings from any client introduced to the Vendor through the VendaHQ platform without the prior written consent of VendaHQ.

This restriction applies to the specific clients introduced via VendaHQ bookings and does not prevent the Vendor from accepting organic enquiries from members of the general public who were not introduced through the platform. Vendors who wish to accept direct bookings from VendaHQ-introduced clients after the 12-month period are free to do so without restriction.

For the purposes of Section 2.3, an event shall be considered “Successfully Completed” and the final balance shall become due and payable when ALL of the following conditions are satisfied:

• The event date has passed and the Vendor has delivered the agreed services
• No written complaint has been submitted to VendaHQ by the client within twenty-four (24) hours of the conclusion of the event
• Where VendaHQ conducts a post-event quality review, such review has been cleared

If a complaint is received within the 24-hour window, VendaHQ reserves the right to hold the final balance pending investigation and resolution under Section 11.

10.1 Vendor-Initiated Cancellation

If the Vendor cancels a confirmed booking after receiving the 70% mobilisation fee, the Vendor is legally obligated to return the full disbursed amount to VendaHQ within three (3) Business Days of the cancellation. Failure to return the funds within this period may result in the matter being referred for legal recovery and permanent removal from the platform.

10.2 Client-Initiated Cancellation

If a client cancels a confirmed booking, VendaHQ will enforce the platform's prevailing cancellation policy to protect the Vendor's mobilisation expenses and reasonable preparation costs. The applicable entitlement will be communicated to the Vendor at the time of cancellation, in accordance with VendaHQ's Terms and Conditions. Vendors are encouraged to contact [email protected] promptly in the event of a client cancellation.

In the event of a dispute between the Vendor and the client regarding the quality, completion, or delivery of services, the following process shall apply:

• VendaHQ reserves the right to hold the final balance (30%) until an amicable resolution is reached between the Parties
• Both Parties agree to participate in good faith mediation facilitated by VendaHQ within seven (7) Business Days of a dispute being raised
• If mediation fails, the Parties agree to escalate the matter to an independent third-party mediator or arbitrator in Lagos, Nigeria, before pursuing litigation
• VendaHQ's decision in the mediation process shall carry significant weight, given its role as a neutral intermediary with visibility into both sides of the transaction

VendaHQ reserves the right to suspend or permanently remove a Vendor from the platform, with written notice of no less than seven (7) Business Days, in any of the following circumstances:

• Material breach of any term of this Agreement
• Receipt of repeated, substantiated client complaints regarding quality or professionalism
• Fraudulent conduct, misrepresentation, or provision of false information to VendaHQ or to clients
• Non-return of mobilisation fees following a Vendor-initiated cancellation within the specified timeframe
• Conduct that is harmful to the reputation or operations of VendaHQ

In cases of serious misconduct or fraud, VendaHQ reserves the right to suspend a Vendor's account immediately and without prior notice, pending investigation.

Each Party is solely responsible for obtaining and maintaining their own insurance coverage appropriate to their business activities, including but not limited to public liability insurance and professional indemnity insurance. VendaHQ is not liable for any physical damage, personal injury, loss of property, or any other losses arising at or in connection with events facilitated through the platform. The Vendor agrees to indemnify and hold VendaHQ harmless from any claims, costs, damages, or losses arising from the Vendor's acts or omissions in the delivery of their services.

Neither Party shall be held liable for failure or delay in fulfilling their obligations under this Agreement where such failure results from events beyond their reasonable control, including but not limited to natural disasters, severe weather conditions, government-imposed lockdowns, civil unrest, or infrastructure failures (“Force Majeure Events”). The affected Party must notify VendaHQ in writing within 24 hours of becoming aware of a Force Majeure Event, to facilitate an equitable resolution — which may include rescheduling, partial refund, or full refund — in consultation with all relevant Parties.

This Agreement shall be governed by and construed in accordance with the laws of the Federal Republic of Nigeria. The Parties irrevocably submit to the exclusive jurisdiction of the courts of Lagos State, Nigeria, for the resolution of any dispute arising out of or in connection with this Agreement that cannot be resolved by mediation under Section 11. Nothing in this Agreement shall prevent either Party from seeking urgent injunctive or interim relief from a court of competent jurisdiction.

This Agreement constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior understandings, negotiations, and representations. VendaHQ reserves the right to amend the terms of this Agreement by providing the Vendor with at least fourteen (14) days written notice of any material changes via email or WhatsApp. Continued use of the platform following the notice period shall constitute acceptance of the amended terms.

If any provision of this Agreement is found to be invalid, unlawful, or unenforceable by a court of competent jurisdiction, such provision shall be severed from the Agreement. The remaining provisions shall continue in full force and effect as if the invalid provision had never formed part of this Agreement.