AskAm supplier marketplace agreement

Version: Value
Effective date: Value

This agreement is between Value, Value,
Value ("AskAm") and the supplier identified in the onboarding
record ("Supplier").

1. Appointment and relationship

AskAm appoints Supplier, on a non-exclusive basis, to receive eligible customer
requests and offer goods and supplier-owned delivery through the AskAm
marketplace. Supplier may accept or decline a request but, once its paid order
is accepted, must fulfil it in accordance with the accepted quote and this
agreement.

Supplier is an independent business and the seller of its goods. Nothing creates
employment, partnership, franchise, fiduciary, or general agency between the
parties. Supplier has no authority to bind AskAm or make a warranty on AskAm's
behalf.

The parties are independent controllers for personal data they determine and
use for their own lawful purposes. Where one processes solely on the other's
documented instructions, the parties must sign an appropriate data-processing
addendum before that processing begins.

2. Onboarding information and authority

Supplier represents that all onboarding information and documents are accurate,
current, complete, lawfully obtained, and authorized for verification. Supplier
must promptly update changes to ownership, name, address, phone, staff,
categories, licences, operating locations/radii, hours, delivery capacity, and
bank details.

AskAm may verify Supplier using CAC and applicable regulatory sources, request
originals or further evidence, perform risk-based re-verification, and reject or
suspend an onboarding that cannot be verified.

The account owner:

• confirms authority to enter this agreement;

• controls which team members may access the supplier app or WhatsApp workflow;

• ensures every staff phone belongs to an authorized, active team member;

• promptly removes departed or compromised staff; and

• is responsible for activity under supplier credentials unless caused by

AskAm's breach.

OTP codes, passwords, device tokens, and delivery codes must not be shared with
unauthorized persons.

3. Licences, products, and category approval

Supplier must hold every registration, licence, permit, premises approval,
professional authorization, tax registration, and insurance required for its
business, products, and delivery. Approval for one category, location, or
licence does not approve another.

Supplier must not list, quote, supply, advertise, substitute, deliver, or assist
the supply of:

• an illegal, stolen, counterfeit, adulterated, unsafe, recalled, expired,

prohibited, or improperly imported item;

• a regulated product without the required registration, licence, premises,

storage, labelling, prescription, record, and qualified personnel;

• a weapon, explosive, illicit drug, controlled substance, or other item AskAm

prohibits;

• an item that infringes intellectual-property or privacy rights; or

• any item prohibited by Paystack, a payment/card network, delivery provider,

law, regulator, or AskAm's approved restricted-items schedule.

For food, medicines, medical devices, chemicals, cosmetics, packaged water, and
other NAFDAC-regulated products, Supplier must maintain applicable product and
premises evidence. For pharmacy services, Supplier must satisfy Pharmacy
Council of Nigeria requirements and must not dispense prescription-only or
dangerous drugs without every applicable prescription and recordkeeping
control. AskAm's current product does not approve such supply merely because a
customer typed a medicine name.

Supplier must immediately notify AskAm of a licence lapse, safety warning,
recall, counterfeit suspicion, regulator action, material complaint, or event
that makes a listing unsafe or unlawful. AskAm may delist affected items and
notify customers or authorities as legally required.

4. Catalogue and quote accuracy

Supplier is responsible for keeping item names, descriptions, availability,
prices, quantities, warnings, specifications, warranty, origin, images/QR data
submitted for import, and category assignments accurate and non-misleading.
AskAm may reject or archive content that is stale, unsafe, unlawful, duplicated,
or outside approved coverage.

Each quote must:

• relate to the referenced request and authorized supplier;

• be submitted before the stated deadline;

• use Nigerian naira and include accurate goods and delivery amounts;

• disclose unavailable catalogue lines and every proposed substitution;

• remain valid for the stated selection period;

• not include an undisclosed fee or demand off-platform payment; and

• be an offer Supplier is ready and legally able to fulfil.

Supplier must not coordinate prices with competitors, submit sham quotes,
create fake demand, manipulate matching, or discriminate unlawfully.

5. Orders and fulfilment

Supplier must monitor its chosen notification channel, maintain realistic live
status/capacity/hours, and respond honestly. Pausing new broadcasts does not
cancel an existing paid order.

For an accepted paid order, Supplier must:

1. verify the order reference, items, substitutions, address/area, and delivery
method;
2. prepare only authentic, safe, correctly stored and accurately described
goods;
3. use suitable packaging and preserve cold-chain, fragile, hazardous, warranty,
serial, expiry, and tamper-evidence requirements;
4. update the real fulfilment and delivery state promptly;
5. provide legally required receipt, warranty, instructions, labels, and
after-sales support; and
6. preserve proportionate evidence for delivery, complaint, recall, tax, and
dispute purposes.

Supplier must contact AskAm before making an undisclosed substitution, changing
the total, splitting delivery, or declaring fulfilment impossible. Customer
silence is not consent to a material change.

6. Delivery

Until AskAm formally enables an approved AskAm rider service, Supplier is
responsible for selecting and managing its own rider or logistics provider.
Supplier remains responsible for that provider's conduct, safety, lawful
licensing, confidentiality, delivery evidence, and remittance of goods.

Supplier must give delivery personnel only the minimum customer data needed for
the assignment; prohibit unrelated use or contact; and require deletion or
return after the approved retention period. Delivery personnel must not demand
an undisclosed charge, solicit an off-platform transaction, or mark delivery
before handover.

Intercity delivery details must be accurate and include the approved logistics
provider, driver/contact, pickup details, and tracking/reference where
available. Risk allocation for intercity loss and customer pickup requires a
specific disclosed order term and Value before launch.

7. Customer service, returns, and safety

Supplier must cooperate promptly with a cancellation, return, replacement,
recall, complaint, dispute, chargeback, regulator request, and product-safety
investigation. Supplier rules cannot remove a mandatory customer right.

Where goods are defective, unsafe, counterfeit, materially not as described,
incorrect, unlawfully supplied, or not delivered due to Supplier, Supplier is
responsible for the remedy and reasonable direct recovery cost to the extent
permitted by law. Supplier must not retaliate against a customer who makes a
good-faith complaint.

Supplier must preserve the disputed goods where safe, batch/serial/expiry and
packaging information, communications, preparation and delivery evidence, and
regulatory documents. Safety incidents must be escalated immediately, not left
in the ordinary dispute queue.

8. Payment, customer service fee, and Supplier entitlement

The customer total contains the quoted goods amount, delivery amount, and a
separately disclosed AskAm service fee. Under the current commercial model,
Supplier's gross entitlement is the accepted goods amount plus its quoted
delivery amount. AskAm does not deduct the customer service fee from that
entitlement a second time.

Supplier authorizes AskAm and its payment provider to collect the customer
payment and transfer the verified amount due after applicable completion,
dispute, reconciliation, and approval controls. AskAm does not provide Supplier
with a bank account, wallet, deposit, credit, or guaranteed advance.

AskAm may withhold or delay payout where reasonably necessary for an unresolved
delivery, refund, chargeback, fraud, duplicate payment, missing/invalid bank
account, regulator/legal hold, reconciliation variance, safety issue, or breach
of this agreement. AskAm will identify the reason and available review process
unless prohibited by law or a security investigation.

[COMMERCIAL/LEGAL REVIEW: approve any right of reserve, set-off, recovery from future payouts, and negative-balance collection. It must be specific, proportionate, reconcilable, and consistent with Paystack/card rules.]

9. Payout account and transfer status

Supplier must provide a Nigerian bank account it owns or is legally authorized
to use. AskAm verifies account name through Paystack and stores protected
account information. Supplier must review the resolved name and last digits
before saving and immediately report a change or compromise.

An internal status of approved or processing is not proof of payment.
Transfer is complete only after verified provider success. A failed or reversed
transfer remains unpaid and enters reconciliation. Supplier must not treat a
duplicate credit as earned and must cooperate in lawful recovery.

Proposed payout target: [MANAGEMENT DECISION: e.g. initiate within two business days after eligibility and reconciliation]. This is not effective until the
target is operationally tested, approved, and inserted into the signed version.
Bank/provider delays and valid holds may extend it; AskAm will provide status.

10. Refunds, chargebacks, and reconciliation

AskAm uses maker-checker approval and provider confirmation for refunds and
supplier transfers. Neither party may manually alter a ledger, payment,
transfer, refund, delivery, or order state to simulate a successful money
movement.

Supplier must respond to a chargeback/fraud evidence request within the stated
deadline. Paystack's current Nigeria chargeback window may be as short as 16
hours, so Supplier authorizes AskAm to accept a claim where evidence is absent,
late, unreliable, or the order was not fulfilled. AskAm will not fabricate or
misstate evidence.

The party responsible for the event bears the approved refund, chargeback, or
recovery allocation to the extent permitted by law and the signed commercial
schedule. Processor fees and penalties are allocated under [APPROVED COMMERCIAL SCHEDULE].

11. Personal data and confidentiality

Supplier may use customer data only to quote, fulfil, deliver, support, comply
with law, or resolve the specific AskAm transaction. Supplier must not add a
customer to marketing, sell/share the data, contact the customer for unrelated
purposes, or retain precise location longer than necessary without a separate
lawful basis.

Supplier must implement access control, staff confidentiality, secure devices,
safe document handling, and incident response. Supplier must notify AskAm at
Value immediately and no later than [PROPOSED: 12 hours] after suspecting loss, unauthorized access, disclosure, compromise, or
misuse involving AskAm/customer data, and cooperate with legal notification.

Each party must protect the other's non-public commercial, security, customer,
and technical information and disclose it only to authorized persons or where
legally required.

12. Brand and content licence

Supplier retains ownership of its lawful brand and catalogue content. Supplier
grants AskAm a non-exclusive, worldwide, royalty-free licence during the
relationship and required record-retention period to host, format, display,
transmit, and preserve that content for marketplace operation, order evidence,
support, and legal compliance.

Supplier warrants it has the rights needed for submitted content. Supplier may
not use AskAm's name, logo, customer list, screenshots, or marks outside the
approved marketplace relationship without written permission.

13. Monitoring, audit, and cooperation

AskAm may perform proportionate audits of onboarding facts, licences,
catalogue/quote accuracy, order evidence, customer outcomes, security, and
payout reconciliation. Supplier will provide relevant records within the
stated reasonable deadline, subject to lawful confidentiality and minimization.

AskAm may conduct test orders or verification calls but must not fabricate a
public review or manipulate marketplace metrics.

14. Suspension and termination

Either party may terminate for convenience on Value, but
must complete or resolve active orders, refunds, disputes, transfers, and legal
holds. AskAm may immediately pause or suspend Supplier for suspected illegality,
fraud, counterfeit/unsafe goods, licence lapse, severe customer harm, security
incident, payment-provider prohibition, repeated non-fulfilment, or material
breach.

Where safe and lawful, AskAm will state the basis, evidence required, and appeal
route. Historical catalogue, order, financial, safety, and audit records may
remain restricted rather than deleted where retention is justified.

15. Warranties, indemnity, and liability

Each party warrants it has authority and will comply with applicable law.
Supplier warrants its goods, licences, descriptions, prices, storage, handling,
fulfilment, staff, and delivery comply with this agreement and law.

[LEGAL/INSURANCE REVIEW: insert proportionate mutual indemnities and liability caps addressing product liability, regulated goods, data breaches, IP, fraud/wilful misconduct, payment recoveries, and third-party claims. Carve out liability that cannot lawfully be limited. Confirm required supplier insurance by category and do not use an unbounded one-sided template.]

16. General and disputes

This agreement, its approved commercial/category schedules, the Privacy notice,
and Marketplace policy are the entire supplier agreement. An amendment is
prospective and requires notice and renewed acceptance where material.

Nigerian law governs. Operational disputes should first be escalated to
Value, then to Value. [LEGAL REVIEW: select courts/venue and any optional mediation or arbitration after considering cost and enforceability.]

Supplier may not assign the agreement or transfer its account without AskAm's
written approval and re-verification. AskAm may assign it as part of a genuine
reorganization or sale with lawful notice and no reduction of accrued rights.
Invalid provisions are severed only to the minimum extent necessary; a delay in
enforcement is not a waiver.