Service Level Agreement

1. DEFINITIONS

2. PURPOSE OF THIS AGREEMENT

This SLA defines the required standard of service, operational responsibilities, quality guidelines, timelines, compliance rules, and performance metrics expected of all Vendors on Onyx.

The intent is to ensure:

1. High-quality product offerings
2. Reliable fulfilment standards
3. Protection of consumers under Nigerian law
4. Transparency and accountability between parties
5. Operational efficiency for instalment-based payments

3. VENDOR ONBOARDING OBLIGATIONS

The Vendor acknowledges that participation on the Onyx Marketplace constitutes a legal and commercial partnership that requires full identity verification, compliance screening, and regulatory validation. Accordingly, the Vendor agrees to complete the Onyx onboarding process accurately, truthfully, and in accordance with all applicable Nigerian laws and Onyx platform requirements. The Vendor warrants that all information supplied during onboarding is complete, correct, current, and free from material omissions, and understands that Onyx relies upon the accuracy of such information for legal compliance, fraud prevention, consumer protection, and financial reporting purposes.

3.1 Provision of Accurate Business Information

As a condition for onboarding and continued participation on the Onyx Marketplace, the Vendor shall submit the following mandatory documentation and information:

1. CAC Registration Documents: The Vendor shall provide verifiable Corporate Affairs Commission (CAC) incorporation documents, including the Certificate of Incorporation, Status Report, or Business Name Registration. This enables Onyx to confirm the Vendor' legal existence and operating capacity under the Companies and Allied Matters Act (CAMA) 2020.
2. Valid Means of Identification for the Business Owner or Authorized Representative: The Vendor shall submit a clear, government-issued ID—such as the National Identity Number (NIN), International Passport, or Driver' Licence—for the registered business owner or authorized signatory. This is to verify identity, prevent impersonation, and ensure accountability for all Marketplace activities.
3. Business Bank Account Details: The Vendor shall provide a functional corporate bank account registered under the Vendor' legal business name. This is necessary for settlement of payments, fraud prevention, compliance with anti-money laundering (AML) regulations, and ensuring transparency in financial flows.
4. Physical Store or Warehouse Address: The Vendor shall disclose the exact physical location of its store, warehouse, or operational facility. Onyx reserves the right to conduct independent verification or require supporting documents such as utility bills, rental agreements, or signage photographs. This ensures traceability and accountability when managing disputes, returns, or regulatory escalations.
5. Tax Identification Number (TIN): The Vendor shall provide its valid TIN issued by the Federal Inland Revenue Service (FIRS) for tax compliance, revenue reporting, and AML obligations. Onyx shall not onboard Vendors attempting to operate anonymously or in violation of tax laws.

Purpose and Rationale: The Vendor expressly acknowledges that the onboarding requirements above are essential for Onyx to verify business legitimacy, confirm ownership structure, validate financial identity, and ensure compliance with Nigerian commercial, tax, financial, AML, and consumer protection laws. These requirements also safeguard Buyers, reduce fraud risk, and maintain the integrity of the Marketplace ecosystem.

4. PRODUCT LISTING AND CONTENT REQUIREMENTS

4.1 Accurate Product Descriptions

The Vendor shall ensure that all products uploaded to the Onyx Marketplace contain accurate, truthful, complete, and non-misleading descriptions. Each product listing must contain, at a minimum, the correct product name, full technical specifications, applicable model numbers, relevant dimensions or sizes, accurate pricing, warranty or guarantee information (where applicable), and clear product images that represent the actual item being offered for sale. The Vendor acknowledges that all information displayed to Buyers constitutes a representation under the Federal Competition and Consumer Protection Act (FCCPA) and that any form of exaggeration, concealment of defects, misdescription, or omission of relevant details shall be treated as a misleading commercial practice. The Vendor further undertakes that no listing shall contain false claims, unverifiable statements, or deceptive product imagery likely to influence a Buyer' purchasing decision.

4.2 Prohibited Products

The Vendor shall not, under any circumstance, list or attempt to list products that are illegal, restricted, dangerous, fraudulent, or otherwise prohibited under Nigerian law, Onyx Marketplace policies, or applicable international regulatory standards. Such prohibited items include, but are not limited to:

• counterfeit or pirated goods;
• goods infringing on third-party intellectual property rights (including trademarks, copyrights, patents, or trade dress);
• stolen goods, unlicensed products, or items sourced through unauthorized distribution channels;
• pharmaceuticals, controlled substances, weapons, hazardous materials, or items whose sale is restricted by law; and
• expired, damaged, unsafe, or health-compromising products.

The Vendor acknowledges that the listing or sale of counterfeit or unsafe goods exposes Onyx to reputational and legal risk under the FCCPA, NAFDAC regulations, and Nigerian criminal statutes. The Vendor shall therefore assume full responsibility for verifying the authenticity, legality, and compliance status of all goods listed on the Onyx platform.

5. ORDER FULFILMENT AND DELIVERY STANDARDS

5.1 Acceptance and Processing Time

Vendor shall confirm and accept each order placed through the Platform within twenty-four (24) hours of receiving the order notification. Upon acceptance, Vendor shall ensure that the ordered item(s) are fully prepared, packaged, and ready for pickup by the assigned logistics partner within the same twenty-four (24) hour window.

Rationale: This requirement ensures a seamless and efficient fulfilment experience for Buyers, reduces logistics delays, and maintains the overall service level expected on the Platform. Timely order processing is essential for customer satisfaction and for maintaining the integrity and reliability of the marketplace.

5.2 Packaging Standards

Vendor shall ensure that all products are packaged in a manner suitable for transport, taking into account the nature, fragility, and size of the item. Packaging must be secure, tamper-proof, and resistant to environmental or handling risks that may occur during delivery. Vendor shall also include an invoice or packing slip within the package to support Buyer verification and after-sales processes.

Minimum Packaging Requirements:

• Use of adequate and durable packaging materials (e.g., bubble wrap, reinforced boxes, sealed poly mailers).
• Clear, tamper-proof sealing to prevent unauthorized access or contamination.
• Proper labelling where required, including orientation or fragility warnings.
• Inclusion of invoice or packing slip indicating order details.

5.3 Delivery Partner Interaction

Vendor shall fully cooperate with all Onyx-designated logistics partners responsible for pickup, transportation, and delivery of items. Vendor is required to make items available for collection at the agreed pickup location and time, and must not delay, obstruct, or refuse the handover of items to the assigned delivery partner.

Expected Conduct:

• Timely availability of order(s) for pickup.
• Professional and courteous engagement with logistics personnel.
• Compliance with verification procedures (e.g., scanning, confirmation codes).
• Prompt resolution of pickup or handover issues.

6. PRODUCT QUALITY AND WARRANTY OBLIGATIONS

6.1 Product Authenticity

The Vendor expressly warrants and represents that all products listed, promoted, or sold on the Platform are authentic, original, and sourced directly from legitimate manufacturers or authorized distributors. The Vendor further undertakes that no product shall be refurbished, used, altered, or tampered with unless such condition is expressly disclosed in the product listing in clear and unambiguous terms.

Compliance Expectation:

• All product descriptions must accurately reflect the condition, model, specifications, and origin of the product.
• Any refurbished, pre-owned, or grade-level classification must be clearly and prominently stated.
• Vendor shall maintain verifiable documentation to prove authenticity upon Onyx' request.

Rationale:

These obligations exist to protect Buyers from fraud, ensure trust, and uphold the integrity of the Platform' marketplace ecosystem.

Penalty for Non-Compliance:

Where a Vendor is found to have offered, sold, or delivered counterfeit, fake, misrepresented, or undisclosed refurbished items, Onyx may impose one or more of the following sanctions:

• Mandatory full refund to the Buyer, including any associated delivery charges;
• A financial penalty of up to ₦250,000 per affected item or transaction, depending on the severity of the breach and the value of the product;
• Immediate delisting of the affected product and suspension or permanent delisting of the Vendor' account in cases involving counterfeit or fraudulent goods.

6.2 Warranty Responsibility

Vendor shall honour, support, and fulfil all warranty, guarantee, or maintenance obligations stated in the product listing, packaging, or any accompanying documentation at the time of sale. The Vendor shall ensure that all warranty terms—whether vendor-provided or manufacturer-provided—are clearly disclosed to the Buyer and remain valid for the duration stated.

Compliance Expectation:

• Vendor must respond promptly to warranty-related complaints.
• Repair, servicing, or replacement under warranty must be executed within a reasonable time.
• Vendor must maintain adequate after-sales support infrastructure, where applicable (e.g replacement stock).
• Warranty processes shall not impose unreasonable delays or burdens on the Buyer.

Penalty for Non-Compliance:

Where the Vendor fails or refuses to honour any valid warranty claim, Onyx reserves the right to require the Vendor to:

• Bear the full cost of repair, servicing, or replacement of the affected item;
• Reimburse Onyx for any Buyer compensation, refunds, or damages processed due to the Vendor' failure to honour warranty obligations;
• Face further sanctions in cases of repeated failure, including listing suspension.

7. RETURN, REFUND & CANCELLATION POLICIES

7.1 Return Acceptance

The Vendor expressly agrees and undertakes to accept and honour Buyer return requests submitted through the Onyx Platform where such requests arise from any of the following circumstances:

1. Defective or Malfunctioning Items: Where the product delivered to the Buyer is faulty, damaged internally, non-operational, or fails to perform as described due to manufacturing or quality defects.
2. Wrong Items Delivered: Where an item different from the product ordered (in model, colour, size, specification, or type) is delivered by the Vendor.
3. Damaged Items: Where the product arrives broken, visibly damaged, or materially compromised due to inadequate packaging, mishandling, or improper storage by the Vendor prior to dispatch.
4. Products Not Matching Description: Where the product fails to match the specifications, features, condition, or appearance stated in the product listing, advertisements, or any associated materials provided by the Vendor.

Vendor Responsibility:

The Vendor shall cooperate fully with Onyx in the verification, acknowledgement, and approval of return claims and must refrain from unreasonably rejecting or disputing legitimate return requests.

7.2 Return Timelines

Upon receiving a return request notification from Onyx, the Vendor must process, acknowledge, and approve or respond to the return request within forty-eight (48) hours. Processing includes:

• Reviewing the Buyer' complaint and evidence submitted;
• Providing approval for pickup or drop-off;
• Preparing for replacement, refund, or repair (where applicable);
• Updating Onyx through the Vendor Portal on the action taken.

The purpose of this timeline is to ensure timely resolution, prevent Buyer dissatisfaction, and maintain operational efficiency across the Onyx marketplace.

Penalty for Non-Compliance:

Where the Vendor fails to process or act upon a return request within the stipulated 48-hour window, Onyx reserves the right to impose a penalty of:

• ₦10,000 (Ten Thousand Naira) per day for each day of delay beyond the mandated period.

This penalty may be applied against future vendor settlements or invoiced directly to the Vendor.

7.3 Refund Obligations

The Vendor acknowledges and agrees that all products sold on the Onyx Platform may be financed by third-party lenders or installment partners who provide upfront payment to the Vendor upon successful sale. Accordingly, where a return request results in an approved refund, the Vendor shall bear full financial responsibility for the refund amount.

Refund Mechanism:

Approved refund amounts may be recovered through any of the following means:

1. Deduction from the Vendor' Next Settlement: Onyx may withhold or deduct the refund amount from any outstanding or future payouts due to the Vendor.
2. Direct Charge to the Vendor: Where settlement deductions are insufficient to offset the refund amount, Onyx may debit the Vendor' designated bank account or payment method on file.
3. Vendor Reimbursement: Vendor may alternatively make a direct refund transfer to Onyx within a specified time period upon request.

Rationale:

This structure ensures the protection of Buyers and Lenders, prevents financial losses to the platform, and ensures accountability for product quality and service standards.

Vendor Obligation:

The Vendor shall not delay, dispute without reasonable grounds, or attempt to avoid refund obligations. Any attempt to evade refund responsibilities shall be treated as a breach of this Agreement and may result in sanctions including listing suspension, account freezing, or legal escalation.

8. PRICING, PAYMENT & COMMISSION STRUCTURE

8.1 Vendor Payment

Upon the confirmation of an order on the Onyx Platform, the Vendor hereby acknowledges and agrees that payment for such order shall be made directly and immediately by the Lender assigned to the transaction.

This structure enables Vendors to receive full payment upfront for the goods sold, thereby ensuring business stability, cashflow predictability, and reduced financial exposure. The payment made by the Lender represents a complete settlement of Onyx' financial obligation to the Vendor in respect of that particular order, subject only to return, refund, or fraud-related reversals as outlined in this Agreement.

The Vendor agrees that once such payment is made by the Lender, Onyx shall be deemed to have fully discharged its responsibility to facilitate payment for that transaction, and the Vendor shall not demand any further payment from Onyx or the Buyer. All payments shall be made strictly to the bank account provided during Vendor onboarding, and the Vendor has the responsibility to ensure that such bank details are accurate and updated.

8.2 Buyer Instalments

The Vendor expressly understands and agrees that the Onyx Platform operates a financing model under which Buyers repay the Lender in instalments, on terms exclusively determined between Onyx, the Buyer, and the Lender.

Accordingly:

1. No Vendor Rights Against Buyer Post-Payment: The Vendor acknowledges that upon receipt of full upfront payment from the Lender, the Vendor waives any and all rights to pursue or demand payment directly from the Buyer. The Vendor shall have no claim, lien, or financial interest against the Buyer regarding outstanding instalments or loan repayment obligations.
2. Non-Interference Clause: The Vendor shall not contact, harass, or interfere with the Buyer concerning instalment payments or financing arrangements, as such actions constitute a breach of consumer protection and data privacy rules under Nigerian law.
3. Payment Reversals: The Vendor further acknowledges and agrees that Onyx reserves the right to reverse, reclaim, or deduct payments previously made to the Vendor where such actions are required due to: oConfirmed fraudulent activity, oApproved Buyer returns or cancellations, oLegal or regulatory obligations, oChargebacks or lender disputes caused by Vendor misconduct. In such cases, the Vendor shall cooperate fully with Onyx to resolve the matter and is obligated to refund or reimburse Onyx or the Lender through the approved settlement deduction mechanism or direct payment as required.

8.3 Commission

The Vendor agrees that Onyx charges a commission on every approved sale made through the Platform. This commission is category-based, and the exact percentage applicable to each product category shall be communicated to the Vendor during onboarding or updated via the Vendor Dashboard or official notice.

The Vendor expressly authorizes Onyx to deduct commissions automatically from any amounts payable to the Vendor, whether such amounts are settled by Lenders or arise from reconciliations or adjustments. This authorization is irrevocable for as long as the Vendor remains active on the Platform.

The commission constitutes Onyx' fee for providing marketplace infrastructure, exposure, logistics coordination, lender partnership management, dispute resolution, and general platform services. Onyx reserves the right to review or modify commission rates from time to time, provided that the Vendor is given reasonable advance notice through electronic channels.

The Vendor acknowledges that failure to comply with commission deductions constitutes a breach of this Agreement and may result in suspension, withholding of settlements, or permanent delisting from the Platform.

9. PERFORMANCE METRICS & SERVICE LEVELS

9.1 Key Performance Indicators (KPIs)

The Vendor acknowledges and agrees that Onyx shall continuously monitor and evaluate Vendor performance on the Platform using defined Key Performance Indicators (KPIs) to ensure service reliability, consumer protection, and consistent marketplace standards. These KPIs form an essential part of Onyx' operational and quality control framework and apply to all Vendors as a condition of ongoing participation on the Platform.

The KPIs shall include, but are not limited to, the following measurable standards:

1. Order Fulfilment Time The Vendor shall process, package, and make products available for pickup within the timelines stipulated under this Agreement. Onyx shall assess the Vendor' compliance with these timelines to ensure customer satisfaction and efficient logistics. Consistent delays negatively impact buyer experience and fintech-lender operations and may be considered a breach of service obligations.
2. Product Return Rate Onyx shall track the percentage of orders returned due to defects, misrepresentation, damage, or failure to meet product descriptions. A high return rate indicates poor quality control, misrepresentation, or supply chain deficiencies. Vendors are expected to maintain a low return rate in accordance with marketplace standards.
3. Cancellation Rate This refers to the percentage of orders cancelled due to Vendor-related reasons, including stock unavailability, operational delays, or refusal to fulfil orders. High cancellation rates undermine platform integrity, frustrate Buyers, and disrupt lender financing, and thus constitute a performance risk.
4. Customer Rating Onyx shall monitor customer reviews, ratings, and feedback associated with the Vendor' products and service delivery. Low ratings may indicate issues related to product quality, misrepresentation, poor communication, or customer service failures.
5. Complaint Resolution Speed The Vendor is required to respond to and resolve customer complaints promptly within timelines prescribed by Onyx or under Nigerian consumer protection law. Delayed resolution adversely affects customer trust and the marketplace' reputation.

The Vendor agrees that Onyx may publish, display, or use these performance metrics internally or externally for quality assurance purposes, provided such publication complies with applicable data protection laws.

9.2 Consequences of Poor Performance

The Vendor acknowledges that failure to meet or maintain the required KPIs may constitute a breach of this Agreement and may negatively affect Buyer experience, the operations of the Lenders, and the overall functioning of the Onyx Platform. Accordingly, Onyx reserves the right to take corrective or disciplinary actions proportionate to the severity, frequency, and impact of such underperformance.

Without prejudice to Onyx' other rights under law or contract, the following measures may be applied:

1. Warning Notices Onyx may issue formal notice to the Vendor outlining the specific performance deficiencies and requiring corrective action within a stipulated timeframe. Continued underperformance after such notice may lead to further sanctions.
2. Temporary Listing Restriction Onyx may temporarily restrict the Vendor' ability to list new products, participate in promotional activities, or access certain platform features until performance improves. This sanction aims to protect Buyers from ongoing service disruptions.
3. Account Suspension In cases of repeated or serious underperformance, Onyx may suspend the Vendor' account temporarily, thereby preventing the Vendor from conducting sales on the Platform. Suspension will remain in effect until satisfactory corrective actions are demonstrated.
4. Permanent Delisting Where performance issues persist despite warnings and suspension, or where the Vendor' conduct poses significant risk to Buyer safety, platform integrity, or regulatory compliance, Onyx reserves the right to permanently delist the Vendor. Delisting terminates the Vendor' right to operate on the Platform and may be accompanied by reporting obligations to regulatory agencies where required under Nigerian law.

Each of the above measures may be applied individually or cumulatively depending on the nature and gravity of the Vendor' performance breaches. Onyx retains the right to determine the appropriate remedy in each circumstance.

10. DATA PROTECTION & CONFIDENTIALITY

10.1 Compliance with Nigeria Data Protection Act (NDPA) 2023

The Vendor acknowledges that, in the course of using the Onyx Marketplace Platform, it may have access to personal data relating to Buyers, prospective customers, logistics partners, or other stakeholders. Accordingly, the Vendor hereby undertakes to fully comply with all obligations imposed under the Nigeria Data Protection Act (NDPA) 2023, relevant Regulations, and any guidelines issued by the Nigeria Data Protection Commission (NDPC). The Vendor further acknowledges that Onyx operates as a Data Controller while Vendors may act as independent Data Controllers or Data Processors (depending on the transaction flow), and therefore both Parties must uphold the highest standards of data protection and privacy.

10.2 Customer Data Confidentiality

The Vendor shall treat as strictly confidential all personal data accessed through the Onyx Platform, including but not limited to customer names, contact details, purchase history, financial information, delivery information, and any other identifiable or sensitive data. The Vendor agrees that such data:

1. Shall be used solely for the purpose of fulfilling orders placed through the Onyx Platform and for no other purpose whatsoever.
2. Shall not be disclosed, sold, transferred, or made available to any unauthorized third party.
3. Shall be stored securely, protected by appropriate technical and organisational measures to prevent unauthorized access, loss, alteration, misuse, or disclosure.

Any unauthorized disclosure or misuse of Buyer data shall constitute a serious breach of this Agreement and may trigger statutory penalties under the NDPA.

10.3 Secure Transmission and Handling of Business Information

The Vendor shall ensure that all business-related information shared with Onyx or transmitted via the Onyx Platform—including product data, financial information, delivery records, contract documents, and operational correspondence—is handled in a secure manner. This includes, but is not limited to:

• Using secure communication channels;
• Protecting login credentials and API keys;
• Ensuring that only authorized personnel have access to platform dashboards;
• Implementing cybersecurity practices such as encryption, secure storage, and multi-factor authentication where applicable.

The Vendor shall immediately notify Onyx in writing of any suspected or actual data breach, unauthorized system access, or compromise involving information obtained through the Platform, and shall cooperate fully in any remediation or investigation process.

10.4 Use of Onyx Platform Data for Authorized Purposes Only

The Vendor agrees that all data accessed, generated, or received through the Platform—including analytics, customer patterns, pricing information, platform communications, and dashboard insights—shall be used only for purposes directly connected to the Vendor' lawful business activities on the Platform. Vendors are expressly prohibited from:

• Using Buyer or platform data for external marketing campaigns;
• Creating independent customer databases from Platform interactions;
• Leveraging Onyx-provided information to solicit Buyers outside the Platform;
• Engaging in any activity that infringes on Onyx' proprietary rights or privacy obligations.

Onyx reserves the right to monitor Vendor access patterns for compliance and to revoke access where misuse is detected.

10.5 Confidentiality of Onyx Proprietary Information

The Vendor acknowledges that, during the course of this engagement, it may receive access to confidential business information belonging to Onyx, including operational processes, technology systems, pricing structures, lender arrangements, platform architecture, internal documents, and strategic plans. The Vendor agrees to:

• Maintain strict confidentiality over such proprietary information;
• Use such information solely for the purpose of operating as a Vendor on the Platform;
• Refrain from disclosing any such information to competitors, third parties, or the public;
• Ensure that employees, agents, and representatives also comply with confidentiality obligations.

These obligations shall survive termination of this Agreement.

10.6 Penalties for Breach

A breach of this Data Protection & Confidentiality Clause shall constitute a material breach of this Agreement. Onyx reserves the right to impose any or all of the following penalties depending on the nature and gravity of the violation:

1. Immediate account suspension or access restriction to prevent further misuse.
2. Permanent delisting of the Vendor from the Onyx Marketplace.
3. Financial penalties, including charges for damages, losses, or regulatory fines imposed on Onyx due to the Vendor' breach.
4. Mandatory reporting of the Vendor to the Nigeria Data Protection Commission (NDPC), Consumer Protection agencies, law enforcement, or other regulators where required by law.
5. Commencement of civil or criminal proceedings where the breach amounts to unlawful conduct under Nigerian law.

The Vendor shall indemnify and hold Onyx harmless against all damages, claims, regulatory sanctions, or losses arising from the Vendor' breach of data protection or confidentiality obligations.

11. LEGAL COMPLIANCE

The Vendor hereby agrees and undertakes to comply strictly with all applicable laws, regulations, and regulatory requirements governing e-commerce transactions, product distribution, financing structures, instalment-based purchase models, and consumer protection in Nigeria. This includes, but is not limited to:

• the Federal Competition and Consumer Protection Act (FCCPA) and its subsidiary regulations governing fair trading, product safety, consumer rights, and non-misleading advertising;
• the Nigeria Data Protection Act (NDPA) 2023, regulating the collection, processing, use, and security of personal data made available through the Onyx platform;
• all standards, certifications, and compliance obligations required by the Standards Organisation of Nigeria (SON), including conformity requirements for electronics, household goods, machinery, and any regulated product category listed by the Vendor;
• applicable Central Bank of Nigeria (CBN) regulations relating to digital commerce, escrow or settlement systems, instalment/credit purchase arrangements, lender partnerships, and anti-fraud standards; and
• all Nigerian Copyright, Patent, and Industrial Designs Laws, requiring that the Vendor possess legal authorization to use trademarks, designs, images, and proprietary materials displayed on the Onyx Platform.

12. AUDIT & INSPECTION RIGHTS

Onyx shall have the unrestricted right, at any time and without the obligation of providing prior notice where necessary, to conduct verification audits and physical or virtual inspections of the Vendor' business operations. Such inspections may include, but are not limited to: (a) visiting the Vendor' physical store, warehouse, or operational facility to confirm existence, inventory levels, and compliance with quality standards; (b) examining product authenticity, packaging quality, warranty documentation, and conformity certifications (particularly for electronics, appliances, machinery, and any regulated goods); and (c) reviewing the Vendor' quality control processes, sourcing documentation, supplier invoices, importation records, and any material that relates to the Vendor' ability to fulfil orders in accordance with this Agreement. The Vendor agrees to cooperate fully with all audit and inspection exercises and shall provide access, documents, and personnel as reasonably required. Any attempt to obstruct or frustrate an audit shall constitute grounds for immediate suspension or termination.

13. INTELLECTUAL PROPERTY RIGHTS

The Vendor hereby grants Onyx a limited, non-exclusive, royalty-free, worldwide licence to use, reproduce, display, publish, modify for promotional formatting, and distribute all product images, brand assets, logos, descriptions, catalogues, videos, and related materials uploaded or provided by the Vendor for the purpose of operating and promoting the Vendor' listings on the Onyx Marketplace. This licence remains valid for as long as the Vendor' products are listed on the Platform and for reasonable archiving or legal compliance periods thereafter. The Vendor represents and warrants that: (a) it is the rightful owner or authorized licensee of all intellectual property used in connection with its products; (b) such content does not infringe the rights of any third party; and (c) it shall indemnify Onyx against all claims, liabilities, losses, or damages arising from intellectual property disputes.

14. SUSPENSION & TERMINATION

14.1 Grounds for Suspension

Onyx reserves the absolute right to suspend the Vendor' account, restrict listing activities, or temporarily freeze settlement payments where the Vendor is found to engage in conduct such as: (a) fraudulent transactions or misrepresentation; (b) selling counterfeit, illegal, unsafe, expired, or non-certified goods; (c) repeated violation of Onyx policies, service standards, or regulatory requirements; (d) extremely poor ratings, high cancellation/return rates, or persistent customer complaints; (e) behaviour that poses a risk to Buyer safety, platform security, or public interest. Suspension may be imposed immediately and without prior notice where urgent action is required to protect Buyers or regulatory compliance.

14.2 Termination Notice

Either Party may terminate this Agreement by providing thirty (30) days' written notice. However, Onyx may terminate the Agreement immediately and without notice where the Vendor commits a severe violation including fraud, sale of counterfeit products, breach of confidentiality, regulatory non-compliance, reputational harm to Onyx, or conduct deemed materially damaging to the platform.

15. PENALTIES & REMEDIES

Where the Vendor breaches any provision of this Agreement, Onyx may enforce one or more of the following remedies: 1.Monetary fines, administrative charges, or penalties as outlined in this Agreement or communicated by Onyx' compliance team. 2.Temporary or permanent removal of product listings from the Marketplace. 3.Suspension or permanent delisting from the Onyx Platform. 4.Initiation of legal action for damages, injunctions, or specific performance. 5.Recovery of financial losses suffered by Onyx, Lenders, Buyers, or other stakeholders. The Vendor shall be fully liable for damages, losses, regulatory sanctions, injury, or claims arising from: (a) counterfeit or substandard goods; (b) harm or injury caused by defective products; (c) violation of Nigerian law; (d) misleading, deceptive, or fraudulent advertising; (e) misrepresentation of product authenticity, warranty, or condition.

16. INDEMNITY

The Vendor agrees to indemnify, defend, and hold harmless Onyx, its directors, employees, financial partners (including Lenders), and affiliates from any and all claims, losses, damages, fines, liabilities, expenses, legal fees, regulatory actions, or third-party lawsuits arising from or in connection with: (a) defective, unsafe, or misrepresented products supplied by the Vendor; (b) consumer injury, death, property loss, or damages arising from product use; (c) intellectual property infringement; (d) violation of data protection or confidentiality obligations; (e) breach of any clause in this Agreement or any Nigerian law; (f) complaints, disputes, or class actions initiated by Buyers due to Vendor actions. This obligation survives termination of the Vendor' participation on the Onyx Platform.

17. LIMITATION OF LIABILITY

To the fullest extent permitted under Nigerian law, Onyx shall not be responsible or liable for: (a) any failure of the Vendor to meet operational obligations; (b) indirect, incidental, punitive, or consequential damages including loss of profit, business opportunity, or reputation; (c) delays caused by logistics partners, market fluctuations, payment processors, system downtime, technical disruptions, or third-party service providers; (d) Vendor errors in inventory management, pricing, packaging, or product quality. Onyx' maximum aggregate liability to the Vendor shall not exceed the total commissions earned by Onyx on the Vendor' sales for the preceding 30 days.

18. GOVERNING LAW & DISPUTE RESOLUTION

This Agreement shall be governed by, interpreted, and enforced in accordance with the laws of the Federal Republic of Nigeria. In the event of any dispute arising out of or relating to this Agreement, the Parties agree to follow a structured resolution process as follows: 1.Negotiation: Both Parties shall first attempt to resolve the dispute amicably through written correspondence and consultations. 2.Mediation: If unresolved within fourteen (14) days, the dispute shall be referred to mediation under the Lagos Multi-Door Courthouse or any recognized ADR centre. 3.Arbitration: Where mediation fails, the dispute shall be finally resolved through arbitration at the Lagos Court of Arbitration (LCA), before a single arbitrator appointed in accordance with LCA Rules. The decision of the arbitrator shall be final and binding.

19. AMENDMENTS

Onyx reserves the right to modify, revise, or update this Service Level Agreement at any time due to regulatory changes, operational updates, technological improvements, or business requirements. Vendors shall be notified of any amendment by email, platform notification, or dashboard alert at least fourteen (14) days prior to the new terms taking effect. Continued use of the Platform after the effective date shall constitute acceptance of the updated Agreement.

20. ACCEPTANCE

By creating a Vendor account, uploading products, or transacting on the Onyx Marketplace, the Vendor acknowledges that they have read, understood, and agreed to be legally bound by this Service Level Agreement, the Onyx Terms of Use, Privacy Policy, and all additional policies incorporated by reference. Digital acceptance through checkbox, click-through, or electronic signature shall constitute valid execution under Nigerian law.