Vendor / Seller Agreement

This Vendor/Seller Agreement ("Agreement") governs the relationship between MustHave Essential Ltd ("MustHave Essential", "we", "us", or "our") and every independent seller or vendor ("Vendor", "you", or "your") approved to sell products through the MustHave Essential marketplace. By registering as a Vendor or accepting orders through the Platform, you agree to this Agreement.

1. Marketplace Relationship

MustHave Essential operates an online marketplace connecting independent Vendors with Customers. The Vendor remains an independent seller and is responsible for the products it lists and sells. MustHave Essential provides marketplace infrastructure and may facilitate product discovery, customer ordering, payment processing, order information, customer support, dispute resolution, Vendor settlement, and other marketplace services. Nothing in this Agreement creates an employment, partnership, joint venture, or agency relationship between MustHave Essential and the Vendor except to the extent expressly required for a particular marketplace service.

2. Vendor Eligibility

To become a Vendor, you must provide information reasonably required by MustHave Essential, which may include:

• Full legal name and government-issued identification
• Business name and CAC registration information where applicable
• Business address, telephone number, and email address
• Bank account information
• Product information
• Other KYC or compliance information reasonably required

MustHave Essential may reject an application where the information provided is incomplete, misleading, unverifiable, or otherwise unsuitable.

3. Vendor Verification

MustHave Essential may conduct identity, business, bank-account, product, compliance, fraud, and other verification checks. Vendor approval may be conditional. MustHave Essential may request updated documentation periodically or whenever reasonably necessary.

4. Vendor Responsibility

The Vendor is solely responsible for products listed, product authenticity, legality, descriptions, pricing supplied to the Platform, availability, quality, packaging, order fulfilment, delivery arrangements, applicable product warranties, compliance with applicable laws, and Customer obligations relating to the Vendor's products.

5. Product Listings

Vendor listings must be accurate and must not contain misleading claims. Vendors must not list counterfeit goods, stolen goods, prohibited products, products requiring a licence or approval that the Vendor does not possess, products that infringe third-party intellectual-property rights, dangerous or unsafe products, or products otherwise prohibited under MustHave Essential's policies or applicable law.

6. Product Authenticity

Vendors must only list genuine products and must have the legal right to sell them. MustHave Essential may request invoices, supplier information, certificates, authorization letters, or other evidence of authenticity. A Vendor may be suspended or removed where counterfeit or unauthorized products are identified.

7. Vendor Commission

MustHave Essential may charge a commission on qualifying transactions. The applicable commission rate will be communicated through the Vendor's commercial terms, onboarding documentation, Platform, or another agreed channel. MustHave Essential may deduct the applicable commission before Vendor settlement.

8. Marketplace Markup and Other Charges

Where applicable, MustHave Essential may apply a marketplace markup or other commercial adjustment to the Customer-facing price. The Vendor's agreed settlement amount will be determined according to the applicable commercial arrangement between MustHave Essential and the Vendor.

9. Payments and Settlement

Customer payments are processed through approved payment channels. Eligible Vendor proceeds are settled to the verified payout account supplied by the Vendor. MustHave Essential may deduct marketplace commission, agreed service fees, refunds, chargebacks, transaction adjustments, amounts owed by the Vendor, and other amounts permitted by this Agreement.

10. Settlement Review

MustHave Essential may delay settlement where reasonably necessary because of suspected fraud, Customer disputes, refund requests, chargebacks, product authenticity concerns, compliance reviews, unfulfilled orders, payment-provider requirements, or other legitimate transaction risks.

11. Vendor Fulfilment

Vendors must process accepted orders promptly and according to the fulfilment requirements communicated by MustHave Essential, and must maintain accurate inventory. A Vendor must not accept orders for products it does not reasonably expect to fulfil.

12. Shipping

Vendors are generally responsible for arranging delivery of their products to Customers. Vendors must package products safely, use appropriate delivery providers, provide accurate shipping information, dispatch products within the applicable timeframe, provide tracking information where available, and cooperate in resolving delivery complaints.

13. Customer Service

Vendors must respond to legitimate order-related issues and cooperate with MustHave Essential customer-support processes. MustHave Essential may communicate with Customers on behalf of the marketplace and may require Vendors to provide information necessary to resolve complaints.

14. Returns and Refunds

Vendors must comply with the MustHave Essential Returns & Refund Policy. Where a Vendor is responsible for an eligible refund, replacement, return, or other remedy, MustHave Essential may recover the applicable amount from the Vendor's settlement where permitted under this Agreement.

15. Chargebacks

Where a Customer disputes a transaction through a bank or payment provider, the Vendor must cooperate with MustHave Essential in providing order information, proof of fulfilment, delivery information, tracking, Customer communication, and other relevant evidence.

16. Prohibited Products

Vendors must comply with the MustHave Essential Prohibited Products Policy. MustHave Essential may remove any listing that violates the policy.

17. Intellectual Property

The Vendor represents that it has the necessary rights to use all product images, descriptions, trademarks, logos, photographs, videos, and other content submitted to MustHave Essential. The Vendor grants MustHave Essential a non-exclusive, worldwide, royalty-free licence to use that content for operating, displaying, advertising, marketing, and promoting the Vendor's products and marketplace.

18. Customer Data

Vendors may receive limited Customer information necessary to fulfil an order and must use it only for legitimate order fulfilment and customer-service purposes. Vendors must not sell Customer information, add Customers to unrelated marketing lists without appropriate permission, share Customer information with unauthorized parties, or use it for unrelated commercial purposes.

19. Vendor Taxes

Vendors are responsible for their own tax, registration, licensing, reporting, and other legal obligations arising from their business activities, except to the extent MustHave Essential is legally required to perform an obligation on their behalf.

20. Vendor Indemnity

To the extent permitted by applicable law, the Vendor is responsible for claims, losses, liabilities, costs, or expenses arising from the Vendor's products, product defects, counterfeit products, intellectual-property infringement, false product claims, Vendor misconduct, breach of this Agreement, or violation of applicable law.

21. Suspension

MustHave Essential may suspend a Vendor where there are reasonable grounds relating to fraud, counterfeit goods, repeated non-fulfilment, excessive customer complaints, misleading listings, payment irregularities, safety concerns, policy violations, or other material risks.

22. Termination

Either party may terminate the Vendor relationship subject to applicable notice and outstanding transaction obligations. Termination does not eliminate obligations relating to existing orders, refunds, chargebacks, customer complaints, payments owed, confidentiality, intellectual property, or other obligations that reasonably survive termination.

23. Changes

MustHave Essential may update marketplace operational requirements from time to time. Material commercial changes, including commission changes, should be communicated to Vendors through appropriate channels.

24. Governing Law

This Agreement shall be governed by applicable Nigerian law.

25. Vendor Acceptance

By registering as a Vendor, accepting these terms electronically, or continuing to sell through the Platform after these terms become effective, the Vendor acknowledges and agrees to this Agreement.