Vendor Agreement

Version 1.0 | Nigeria This agreement is between ECHOCHOP LTD, a Nigerian private company limited by shares registered with the Corporate Affairs Commission under RC 9541284, and the vendor identified in the signed or electronically accepted Vendor Schedule. EchoChop’s correspondence address is 6, Yinka Afolabi Street, Ayobo, Lagos State, Nigeria. Support: support@echochop.com. Formal notices: legal@echochop.com. This agreement takes effect when both parties accept it and its completed Vendor Schedule. Acceptance does not itself activate a vendor account.

1 Marketplace relationship

The vendor supplies the products it lists and remains responsible for their legality, safety, quality, description and preparation. EchoChop provides marketplace technology, order coordination and the agreed payment and support services. The vendor authorises EchoChop to communicate and receive orders and to collect customer payments on the vendor’s behalf through the payment services identified in the Vendor Schedule. A customer’s valid payment through that arrangement discharges the corresponding payment obligation to the vendor. The vendor must not collect that payment again.

The relationship is non-exclusive. Neither party may bind the other beyond the express authority in this agreement. This agreement does not create a partnership or employment relationship; actual working arrangements and mandatory law still apply. EchoChop remains responsible for its own obligations and conduct.

2 Onboarding and account control

Supply accurate business, ownership, pickup, contact and payout information, and the licences, permits and identity evidence reasonably required for your activity. Keep them current and notify us promptly of material changes. An account created by an administrator must still be activated for trading. Product approval and operating-area availability are separate requirements. Change any temporary sign-in credential when prompted and limit staff access to authorised users.

3 Food safety and lawful products

Comply with applicable Nigerian food safety, hygiene, business and local operating requirements. Maintain clean premises, competent food handlers, suitable storage and transport temperatures, contamination controls and traceable suppliers. Hold and maintain the registrations and permits required for your specific products and activities.

Do not sell expired, adulterated, recalled, counterfeit or otherwise prohibited goods. Provide accurate ingredients, allergen and dietary information and clearly disclose material substitutions or cross-contact risks. Never make an unsupported health, halal, allergen-free or other certification claim. Maintain suitable packaging and labelling, including dates and handling instructions where applicable.

4 Product approval and intellectual property

Submit accurate menus, prices, sizes, options, photographs and availability. New products and substantive changes require the applicable EchoChop review before publication. An existing approved version may remain visible while an edit is pending, so pause an item immediately if that version is no longer safe or accurate. Platform review does not replace the vendor’s legal duties or represent a food-safety certification.

You retain ownership of your material and grant EchoChop a non-exclusive permission to display, adapt for format and promote it for the marketplace relationship. You must have rights to uploaded content. EchoChop retains its platform and brand rights. Use our marks only with permission and do not imply endorsement beyond your actual participation.

Vendor orders delivery and customer care

5 Accepting and preparing orders

Keep stock, preparation times and opening hours accurate. Accept only orders you can fulfil safely and within the communicated timeframe. Follow the accepted options and quantities. Obtain the customer’s agreement before a substitution, material change or extra charge. Where you cannot fulfil, notify EchoChop promptly so the customer can receive an appropriate remedy. Do not redirect a paid order to an unapproved location.

6 Vendor delivery and collection

Use only the fulfilment modes and operating areas enabled for your account. For vendor delivery, you are responsible for your delivery personnel, lawful vehicle use, necessary insurance, safe transport, customer communication and accurate handover records. For collection, maintain a safe and clearly identified pickup point and communicate readiness and collection arrangements.

The Vendor Schedule identifies the agreed pickup premises, fulfilment modes and service area. Delivery is subject to the locations enabled for the vendor and safe, lawful access. Any radius is a maximum coverage limit, not a guarantee that every address within it can be served. EchoChop rider services are available only where expressly offered.

7 Handover and delivery evidence

Release an order only to the appropriate customer, authorised recipient or assigned delivery person using the app’s procedure. Do not mark an order completed before handover, request a customer delivery code in advance, reuse codes or fabricate tracking evidence. Where EchoChop arranges a rider, responsibility for preparation, packaging and transport is assessed according to the relevant failure and each party’s legal duties; rider handover does not erase responsibility for a pre-existing defect.

8 Complaints refunds and recalls

Cooperate promptly with missing-item, quality, safety and non-delivery investigations. Provide relevant order records and an explanation. EchoChop may arrange a customer remedy required by law or justified by the evidence. Allocation of the cost between EchoChop and the vendor must reflect the cause, agreed responsibilities and law, rather than an automatic charge to the vendor for every complaint.

Where a vendor deduction is proposed, EchoChop will give the reason, calculation and relevant evidence, and a reasonable opportunity to respond. A dispute between the parties must not delay a consumer remedy that is legally due. Suspected unsafe products must be paused immediately, reported to EchoChop and, where required, the competent authorities. Cooperate with traceability, customer warnings, withdrawal and recall procedures.

9 Fair conduct

Treat customers, riders and staff respectfully. Do not threaten, discriminate unlawfully, manipulate ratings, create false orders, misrepresent approvals or demand undisclosed payments. Communicate operational problems through the agreed channels. Neither party may retaliate against a person for making a genuine complaint or reporting a safety concern.

Vendor charges payments and data

10 Commission and charges

Commission applies only at the rate and on the calculation basis stated in the accepted Vendor Schedule. The schedule must identify the treatment of taxes, discounts, refunds and payment-provider charges. Any processing charge must identify whether EchoChop, the vendor or the customer bears it. A charge already paid by the customer must not also be deducted from the vendor for the same cost. EchoChop must not add undisclosed charges or change an accepted order’s commission retrospectively. Optional paid services require a separate express agreement.

11 Settlement and reconciliation

EchoChop will provide an itemised settlement record showing relevant orders, gross product sales, refunds, agreed commission, taxes or withholding where applicable, authorised adjustments and the resulting vendor amount. Payouts are made to the verified account on the cycle and within the processing period stated in the accepted Vendor Schedule. Eligibility requires verified payment, completed fulfilment and resolution of any justified hold affecting that amount. Payment-processing and bank delays will be explained with a revised expectation; an internal payment status does not guarantee immediate bank receipt.

A proportionate amount may be held where reasonably necessary for an identified dispute, suspected fraud, reversal risk or legal requirement. EchoChop will explain the basis and amount unless legally restricted, review the hold regularly and release it when its justification ends. Undisputed funds should not be held merely because another amount is disputed. No interest or financial return is promised on settlement balances.

The vendor may challenge an entry through support and receive a reasoned review. Chargebacks and payment reversals must be allocated on evidence, contractual responsibility and provider rules, subject to law. EchoChop must not impose penalties or deductions absent a lawful, disclosed basis. Each party remains responsible for its own applicable taxes and records; legally required withholding should be supported by appropriate documentation.

12 Customer information

Use customer details only for authorised order fulfilment, necessary support and lawful recordkeeping. Do not sell, reuse or add customers to marketing lists without a separate lawful basis. Limit access to authorised staff, secure devices and credentials, and delete information when no longer needed unless retention is legally required. Do not copy customer addresses, chats or payment information into public groups.

Notify EchoChop without undue delay of a suspected breach affecting order information and cooperate with containment and any legally required notices. The parties must document their actual controller and processor roles and any additional data-processing terms where required. This clause does not replace a Privacy Notice, lawful processing basis or mandatory data protection obligations.

13 Records and checks

Maintain records reasonably needed to demonstrate lawful products, fulfilment, agreed charges and resolution of incidents. EchoChop may request proportionate supporting information or checks connected with safety, fraud or agreed obligations, with appropriate confidentiality and notice where practicable. Requests do not confer unrestricted access to unrelated business records or require disclosure of banking passwords or secret credentials.

Vendor continuity and acceptance

14 Suspension termination and outstanding funds

Either party may end the relationship on 30 days’ written notice. Immediate restriction or termination may be necessary for a serious safety risk, fraud, illegality or material breach. Where the problem can be remedied and immediate action is not necessary, the party taking action will give reasons and a reasonable opportunity to correct it. The vendor may request review of an EchoChop decision through support.

On exit, the parties will stop new orders and coordinate accepted orders, customer remedies and outstanding settlements. Account removal does not confiscate earned, undisputed funds or extinguish liabilities already incurred. Retain only records justified by law or a legitimate continuing purpose. Each party is responsible for losses to the extent caused by its breach or wrongdoing and required by law. Neither party assumes an unlimited indemnity under this agreement.

15 Changes disputes and governing law

Material commercial changes will be notified at least 30 days before taking effect, except where earlier action is required by law or urgent safety needs. The vendor may reject a future change by ending participation before it takes effect, while completing existing obligations. Accepted orders remain governed by their agreed charges and terms. The parties will retain the agreed version. Disputes may be raised through support and management review; voluntary mediation is available by agreement. Nigerian law applies, subject to mandatory protections and access to competent regulators and courts.

16 Notices and agreement records

Send contractual notices to contact@echochop.com and to the vendor’s notice email in the Vendor Schedule. An email notice takes effect when receipt is acknowledged or delivery can otherwise be reasonably established. A failed delivery notification is not proof of receipt. Keep contact details current and retain a copy of notices and acceptance records. This does not replace any legally required method of serving court documents.

17 The agreed documents

This agreement and the accepted Vendor Schedule set out the marketplace relationship. The schedule governs the vendor-specific commercial details expressly recorded in it. Any other departure from this agreement must identify the affected clause and be expressly accepted by both parties. No schedule overrides mandatory law or reduces a customer’s statutory rights. If a provision is unenforceable, the remaining lawful provisions continue. A delay in enforcing a right does not waive it.

Each person signing or accepting confirms authority to bind the named party. Electronic acceptance must identify the party, authorised representative, accepted document and schedule, and actual acceptance time. Each party is entitled to a copy. Neither this document’s version number nor creation of a vendor account substitutes for acceptance.

Vendor Schedule

This schedule forms part of the EchoChop Vendor Agreement version 1.0. Complete it for each vendor and obtain both parties’ acceptance before trading begins. Write “None” or “Not applicable” where appropriate; do not leave a commercial term undefined.

Acceptance by both parties

For ECHOCHOP LTD Authorised name and role: ______________________________________________ Signature or electronic acceptance reference: _______________________________ Actual acceptance date: _________________________________________________

For the vendor Authorised name and role: ______________________________________________ Signature or electronic acceptance reference: _______________________________ Actual acceptance date: _________________________________________________