Vendor Terms of Use Agreement

1. ACCEPTANCE OF TERMS

1.1 Binding Agreement

By registering as a Vendor on the Onyx platform, you acknowledge and agree that these Terms and Conditions constitute a legally valid, enforceable, and binding agreement between you and Onyx. This Agreement is governed by applicable Nigerian laws, including but not limited to the Evidence Act, the National Information Technology Development Agency (NITDA) Act, the Nigeria Data Protection Regulation (NDPR), and the general principles of contract law. Your registration signifies that you have read, understood, and agreed to comply with all obligations, representations, and warranties contained herein.

1.2 Electronic Signatures

You hereby consent and agree that your acceptance of these Terms through click-wrap, checking an acceptance box, submitting a digital signature, creating an account, or authenticating a login to the Onyx platform constitutes a valid electronic execution of this Agreement. Such electronic acceptance shall have the same legal effect as a handwritten signature in accordance with the Evidence Act and other applicable laws relating to electronic transactions.

1.3 Updates to Terms

Onyx reserves the right to modify, update, or amend these Terms at any time. Any such updates will be displayed on the Onyx platform or website, and may also be communicated via email or dashboard notification. Continued access to or use of the Onyx platform after any amendments have been posted shall constitute your full acceptance of the revised Terms. If you do not agree to any updated provision, you must discontinue your use of the platform.

2. ELIGIBILITY & REGISTRATION REQUIREMENTS

2.1 Business Legality

To qualify as a Vendor on the Onyx platform, you must meet the minimum legal and operational requirements for doing business in Nigeria. Specifically, you must be either:

• A legally registered business entity under Nigerian law (including Business Name, Enterprise, or Incorporated Company duly registered with the Corporate Affairs Commission), or
• An individual sole trader operating lawfully and able to provide valid, verifiable means of identification and evidence of business legitimacy.

By registering, you affirm that you have the legal capacity, authorization, and right to enter into this Agreement and to sell goods or services on the Onyx platform.

2.2 Mandatory Documentation

As part of the onboarding process, all Vendors are required to submit accurate and verifiable documentation for review. Onyx reserves the right to validate, authenticate, and request resubmission where necessary. Required documents include, but are not limited to:

• CAC registration documents: Certificate of Incorporation, Business Name Registration (BN), or Company Registration Number (RC), where applicable.
• A valid government-issued identification (NIN slip, National ID Card, Driver’ License, International Passport, or Voter’ Card).
• Valid bank account details bearing the Vendor’ business or personal name, as applicable.
• Proof of physical business address, such as utility bills, tenancy documents, or any acceptable form of address verification.
• Relevant industry licences or permits, where required by law (e.g., food handling permits, import licences, safety certifications, regulatory approvals for restricted goods).

Submission and approval of these documents are mandatory prior to activation of the Vendor’ store on the Onyx platform.

2.3 Accuracy of Information

You represent and warrant that all information and documents provided during registration or subsequently submitted to Onyx are true, complete, accurate, and not misleading. You undertake to immediately update Onyx of any changes to your business information, documents, or compliance status.

Onyx reserves the right, at its discretion, to:

• Suspend,
• Delist, or
• Terminate

your vendor account where any misrepresentation, falsification, or concealment of material facts is discovered. Such action may be taken without prior notice and may include reporting to regulatory authorities where required.

3. VENDOR ACCOUNT & ACCESS RIGHTS

3.1 Account Control

Upon successful registration, a Vendor Account will be created for your use on the Onyx platform. You are solely responsible for maintaining the confidentiality and security of your login credentials, including your username, password, and any authentication codes.

You agree that:

• All activities conducted under your account shall be deemed authorized by you.
• Onyx will not be liable for any loss or damage arising from unauthorized access resulting from your failure to secure your credentials.
• You must immediately notify Onyx of any suspected or actual compromise of your account or unauthorized activity.

3.2 Authorized Users

Access to the Vendor Dashboard is strictly limited to the Vendor and individuals expressly authorized by the Vendor, such as employees, managers, or designated representatives.

In accepting these Terms, you agree that:

• You are responsible for the actions, omissions, and conduct of any person who accesses the Vendor Dashboard using your account or with your authorization.
• Onyx may request verification of any authorized user and may require additional documentation where necessary.
• Transfer, sale, or sharing of Vendor accounts to third parties without Onyx’ prior written consent is strictly prohibited.

3.3 Account Suspension

Onyx reserves the absolute right to suspend, restrict, or limit your access to the Vendor Dashboard, with or without prior notice, where it determines—acting reasonably and in the interest of platform integrity—that continued access may expose customers, the platform, or Onyx to risk. Grounds for suspension include, but are not limited to:

• Suspected fraudulent, deceptive, or illegal activity, including violation of consumer protection laws, counterfeit goods, or data falsification.
• Material or escalating customer complaints, such as repeated late deliveries, defective products, misrepresentation, or poor service experience.
• Failure to meet required service levels, performance benchmarks, product quality standards, or operational expectations as defined by Onyx.

Suspension may remain in place until the Vendor resolves the identified issues to Onyx’ satisfaction. Onyx also reserves the right to permanently terminate accounts where misconduct or non-compliance is severe or repeated.

4. PRODUCT LISTING RULES

4.1 Accuracy of Listings

Vendors are required to ensure that all product listings uploaded to the Onyx platform are complete, truthful, and not misleading in any way. In particular, you agree that:

• Descriptions must be accurate, including product specifications, features, materials, performance, condition (new/refurbished), and any applicable warranty information.
• Pricing must be correct, inclusive of all relevant charges, and consistent with market pricing practices. Deliberate price inflation or bait-and-switch listing tactics are strictly prohibited.
• Stock availability must be current, and items listed as "in stock" must be readily available for fulfillment. Vendors must promptly update inventory levels to avoid customer disappointment or order cancellations.
• Product images must be clear, accurate, and representative of the actual item being sold. Images must not be digitally altered in a manner that misrepresents product quality, size, or condition.

You acknowledge that false, misleading, or inaccurate listings may result in order cancellation, penalties, suspension, or removal from the Onyx platform.

4.2 Prohibited Products

For the safety of customers, compliance with Nigerian law, and platform integrity, Vendors are strictly prohibited from listing or selling the following items on Onyx:

• Counterfeit or pirated goods, including fake electronics, branded items without authorization, or intellectual property–infringing products.
• Stolen, illicitly obtained, or unverified goods, including items lacking proper ownership or traceability.
• Unsafe electronics, substandard devices, uncertified gadgets, or items that fail to meet required industry safety standards (e.g., SONCAP requirements).
• Products prohibited under Nigerian law, including but not limited to:
  • Firearms and ammunition
  • Hard drugs and controlled substances
  • Hazardous materials
  • Pornographic materials
  • Items banned by regulatory agencies such as NAFDAC, SON, NCC, or NDLEA

Onyx reserves the right to report suspicious listings to relevant regulatory or law enforcement authorities.

4.3 Listing Approval

To maintain quality, safety, and consistency across the platform, all product listings are subject to Onyx’ verification and approval process. Accordingly:

• Onyx may review, accept, reject, modify, request clarification for, or remove any product listing at its discretion.
• Listings may be rejected or removed for reasons including non-compliance with these Terms, poor-quality images, incomplete information, regulatory concerns, or customer safety risks.
• Onyx may request additional documentation such as proof of authenticity, certifications, purchase receipts, distributor authorization letters, or safety compliance documents.
• Repeated submission of non-compliant listings may result in disciplinary actions, including temporary suspension or permanent delisting of the Vendor.

5. ORDER FULFILLMENT OBLIGATIONS

5.1 Processing Time

Vendors are required to process and confirm all customer orders within 24–48 hours of receipt, or within any category-specific Service Level Agreements (SLAs) communicated by Onyx.

Timely order processing includes:

• Acknowledging the order on the Vendor Dashboard
• Preparing the product for dispatch
• Ensuring the product is ready for pickup (where Onyx or a third-party logistics provider handles delivery)

Delays beyond the stipulated timeframe may negatively impact the Vendor’ performance rating.

5.2 Packaging Standards

Vendors must ensure that all products are packaged securely and appropriately to prevent breakage, spoilage, or tampering during transit. Packaging must:

• Be suitable for the nature of the product (fragile, perishable, electronic, etc.)
• Comply with industry-specific safety standards
• Include all necessary accessories, manuals, and manufacturer packaging where applicable
• Not contain misleading branding or unapproved promotional materials

Onyx reserves the right to reject improperly packaged products.

5.3 Delivery Options

Order delivery may be completed using any of the following methods:

1. Vendor-Handled Delivery – The Vendor is responsible for coordinating delivery directly to the customer and ensuring timely, safe arrival.
2. Third-Party Logistics Providers (3PLs) – Onyx may assign approved external logistics partners. Vendors must cooperate fully with such partners for pickup, tracking, and smooth delivery.

Regardless of the delivery method, the Vendor remains responsible for ensuring fulfillment quality.

5.4 Failure to Fulfill

Any failure to fulfill orders in line with these obligations—whether due to delays, stock unavailability, poor packaging, or refusal to ship—may result in corrective measures. Possible actions include:

• Operational penalties such as fines or reduced visibility on the platform
• Temporary suspension or delisting from the Onyx Vendor Dashboard
• Permanent termination of the Vendor account for repeated or serious breaches

Onyx reserves the right to hold Vendors accountable for customer refunds, replacement costs, and any resulting reputational damage.

6. PAYMENT STRUCTURE & INSTALLMENT MODEL

6.1 Immediate Vendor Payout

For purchase transactions completed through Onyx’ installment model, Vendors acknowledge and agree that:

• Onyx or its accredited Lending Partners will remit the full value of the product price to the Vendor immediately upon successful order confirmation and verification.
• The Vendor’ obligation ends upon fulfillment and delivery of the product in accordance with platform standards.
• The Buyer’ installment repayment is a separate financing arrangement strictly between the Buyer and Onyx’ Lender partners.
• All risks associated with the Buyer’ repayment (including defaults or delays) are borne solely by Onyx or the Lender; the Vendor bears no credit risk once the payout has been made.

This structure ensures Vendors have immediate cash flow while Buyers enjoy flexible payment terms.

6.2 No Vendor–Buyer Payment Contact

To protect Buyer privacy and maintain the integrity of the financing model:

• Vendors must not contact Buyers for the purpose of collecting, reminding, negotiating, or discussing installment payments.
• Vendors are prohibited from requesting any payment method, repayment update, or financial details from the Buyer.
• Any concerns regarding Buyer behavior, product issues, or order status must be routed strictly through Onyx’ Vendor Support channels.

Any breach of this rule may result in sanctions or suspension.

6.3 Platform Fees

Onyx retains the right to deduct applicable fees from Vendor payouts, including but not limited to:

• Transaction fees
• Commission fees
• Payment processing charges
• Logistics or service-related deductions, where applicable

These fees will be clearly communicated to the Vendor via the Vendor Dashboard, contractual agreement, or updated platform policies. The net amount, after deductions, will be disbursed to the Vendor’ registered bank account.

7. RETURNS, EXCHANGES & WARRANTY

7.1 Mandatory Compliance

All Vendors must strictly comply with Onyx’ Return, Refund & Exchange Policy as published on the platform and updated from time to time. Compliance includes:

• Accepting returned products that meet the platform’ return criteria,
• Cooperating with Onyx in resolving customer complaints,
• Promptly reviewing and responding to return requests within stipulated timelines, and
• Ensuring internal processes are aligned with Onyx’ consumer protection standards and applicable Nigerian laws (including FCCPC guidelines).

Failure to comply may result in penalties, suspension, or delisting.

7.2 Vendor Liability

Vendors acknowledge and agree that they are fully responsible for the quality, condition, and accuracy of products listed and sold on Onyx. Accordingly:

• If a product is defective, malfunctioning, damaged, counterfeit, expired, unsafe, or materially different from its online description, the Vendor bears full liability.
• Vendors must honor all statutory and manufacturer warranties applicable to their product categories.
• If a Buyer initiates a return due to any Vendor-related fault (quality issues, wrong item sent, missing components, misleading description, etc.), the Vendor is responsible for resolving the issue at no additional cost to the Buyer.
• Vendors may be required to repair, replace, or refund the item depending on the platform’ policy and product category rules.

7.3 Refund Processing

Onyx reserves the right to process refunds on behalf of Buyers where investigations confirm the Vendor is at fault. In such cases:

• Onyx may debit the Vendor’ wallet or subsequent payouts to recover the refunded amount.
• Vendors must ensure they maintain adequate wallet balances or settlement funds to accommodate such adjustments.
• Onyx may also impose administrative fees where a vendor’ negligence results in repeated customer refunds or escalations.
• Where inventory return is applicable, the product will be returned to the Vendor in the condition received from the Buyer, unless otherwise stated in Onyx’ policies.

Refund timelines and processes will follow the operational standards communicated by Onyx.

8. QUALITY ASSURANCE

8.1 Vendor Quality Commitment

All Vendors must ensure that every product listed and sold on Onyx meets the minimum standards of quality, durability, and safety required under Nigerian law, including FCCPC guidelines, SON standards, and all relevant industry regulations. Vendors affirm that:

• Products are new (unless explicitly listed as used or refurbished),
• Products are authentic and traceable to legitimate manufacturers or distributors,
• Product specifications, features, and performance attributes match the listing description, and
• Products are free from defects that impair their intended use.

8.2 Periodic Quality Checks

Onyx reserves the right to conduct periodic quality reviews or audits which may include:

• Requesting sample products for inspection,
• Reviewing customer feedback and complaint trends,
• Conducting random test purchases (“mystery shopping“), and
• Verifying supplier authenticity.

Where discrepancies are identified, Onyx may require corrective actions, suspend listings, impose penalties, or permanently delist the Vendor.

8.3 Safety & Compliance Requirements

Vendors must ensure that products comply with all applicable regulatory certifications including but not limited to:

• SONCAP certifications for electronics,
• NAFDAC approvals for consumables,
• Environmental and safety standards for power equipment such as inverters and solar panels.

Any product found to compromise consumer safety may be immediately removed from the platform.

9. PRODUCT WARRANTY STANDARDS

9.1 Minimum Warranty Obligations

Vendors must provide warranties that align with:

• Manufacturer warranties,
• Industry best practices, and
• FCCPC minimum warranty expectations.

Where no manufacturer warranty exists, Vendors must provide a reasonable store warranty based on the nature of the product.

9.2 Warranty Terms Disclosure

Vendors must clearly disclose warranty terms on every product page, including:

• Warranty duration,
• What the warranty covers,
• Exclusions,
• Repair or replacement procedures, and
• Warranty center addresses (where applicable).

Failure to disclose accurate warranty information constitutes a misrepresentation and may result in penalties.

9.3 Warranty Claim Handling

Vendors are required to:

• Attend to warranty claims promptly,
• Provide authorized service centers where required,
• Repair or replace faulty products within timelines communicated by Onyx,
• Bear all costs associated with valid warranty claims.

Delays or neglect in handling warranty claims may result in penalties, refunds charged to the Vendor, or suspension.

10. CUSTOMER DISPUTE RESOLUTION

10.1 Mandatory Internal Resolution Process

All disputes between Buyers and Vendors must first be resolved through Onyx’ internal dispute resolution channels. Vendors must cooperate by:

• Providing information or evidence within 24–48 hours of request,
• Responding to dispute tickets promptly,
• Engaging in good-faith negotiation to resolve issues.

10.2 Onyx’ Investigation Authority

Onyx reserves the right to investigate complaints independently using:

• Order history review,
• Buyer evidence (photos, videos, receipts),
• Vendor explanations,
• System logs or delivery/tracking records.

Based on findings, Onyx may approve refunds, mandate replacements or repairs, debit Vendor payouts, issue warnings or penalties, or delist the Vendor for repeated violations.

10.3 Escalation Framework

If internal resolution fails, disputes may be escalated to:

1. Onyx Senior Support Team,
2. Mediation or negotiation,
3. External regulators (FCCPC) where consumer rights are violated,
4. Courts of competent jurisdiction in Nigeria as a last resort.

Vendors must comply with all lawful directives arising from such escalations.

10.4 Prohibition of Direct Conflict with Buyers

Vendors are strictly prohibited from:

• Harassing or intimidating Buyers,
• Attempting to bypass Onyx’ dispute channels,
• Soliciting direct payments or negotiation outside the platform,
• Threatening negative consequences to force Buyers to withdraw complaints.

Such actions may lead to immediate suspension or termination.

11. INTELLECTUAL PROPERTY

11.1 License Grant by Vendor

By listing products on Onyx, the Vendor grants Onyx a royalty-free, non-exclusive, worldwide, transferable, and sublicensable license to use, reproduce, display, distribute, publish, modify, and adapt the following for platform and marketing purposes:

• Business/brand names,
• Logos, trademarks, and trade names,
• Product images,
• Product descriptions, specifications, and other listing content,
• Promotional materials voluntarily supplied by the Vendor.

This license is strictly for running and operating the Onyx platform, marketing the Vendor’ products, advertising promotions or campaigns, enhancing customer discovery and user experience, and social media publications, newsletters, or external marketing partnerships.

11.2 Vendor Ownership Assurance

The Vendor warrants that they own or have lawful authorization to use all intellectual property uploaded, the use of such intellectual property by Onyx will not infringe any third-party rights, and all images, logos, and product descriptions are original or properly licensed.

Vendor agrees to indemnify Onyx against any claims, losses, or damages resulting from intellectual property infringement.

11.3 Onyx’ Intellectual Property Rights

All technologies, designs, software, logos, brand assets, interface layouts, and all other proprietary materials belonging to Onyx remain the exclusive intellectual property of Onyx. Vendors are prohibited from copying or duplicating Onyx’ design or systems, using Onyx’ content for independent commercial purposes, registering domain names or social handles similar to Onyx, or reproducing Onyx’ trademark in a manner that may mislead the public.

Unauthorized use may result in suspension, legal action, or damages.

12. CONFIDENTIALITY

12.1 Definition of Confidential Information

“Confidential Information” includes all non-public business, financial, technical, commercial, operational, or strategic information disclosed by Onyx to the Vendor, whether written, electronic, or oral, including:

• Customer data and purchase history,
• Pricing structures and commission models,
• Platform algorithms, internal processes, and workflows,
• Vendor performance analytics,
• Marketing plans, product roadmaps, and trade secrets.

12.2 Vendor Confidentiality Obligations

The Vendor agrees to maintain strict confidentiality over all Onyx’ confidential information, use such information only for the purpose of fulfilling obligations on the Onyx platform, prevent unauthorized access, duplication, or disclosure, and ensure employees and agents follow the same confidentiality standards.

12.3 Permitted Disclosures

Disclosure is allowed only when required by law, court order, or government regulation, or when Onyx gives prior written consent. In both cases, the Vendor must notify Onyx promptly before disclosure (unless prohibited by law).

12.4 Survival

Confidentiality obligations survive suspension, termination, and expiry of Vendor’ use of the platform.

13. DATA PROTECTION & NDPR COMPLIANCE

13.1 Regulatory Compliance

The Vendor agrees to comply fully with the Nigeria Data Protection Regulation (NDPR), the NITDA Act, and any other applicable data protection laws or guidelines.

13.2 Vendor Handling of Customer Data

The Vendor acknowledges that all customer information (phone numbers, addresses, emails, payment reports) processed via Onyx is confidential and belongs exclusively to Onyx. Vendors may only access customer data strictly for order processing and fulfillment.

Vendors are strictly prohibited from:

• Using customer data for personal marketing,
• Selling or sharing customer data with third parties,
• Contacting customers for installment-related financial discussions,
• Storing customer data beyond operational necessity.

13.3 Security Measures

Vendors must maintain appropriate technical and organizational measures to protect customer data from loss, misuse, unauthorized access, and breach.

13.4 Data Breach Reporting

In case of a suspected or actual data breach, Vendors must notify Onyx within 24 hours, providing full details of the nature of the breach, data affected, and steps taken to mitigate it.

13.5 Breach Consequences

Violations may result in delisting, regulatory reporting, legal action, and damages payable to Onyx or affected customers.

14. INDEMNITY

14.1 Vendor Indemnification of Onyx

The Vendor agrees to fully indemnify and hold harmless Onyx, its directors, officers, employees, and partners against all claims, losses, damages, liabilities, penalties, legal fees, and costs arising from:

• Sale of defective, unsafe, counterfeit, or misrepresented products,
• IP infringement relating to product images, trademarks, or descriptions,
• Customer complaints resulting from poor service or failure to fulfill,
• Any breach of these Terms, NDPR obligations, or applicable laws,
• Unauthorized use or misuse of the Onyx platform,
• Product-related injuries, hazards, or safety failures.

14.2 Vendor Responsibility for Third-Party Claims

If a third party (customer, regulator, agency) brings a claim related to the Vendor’ conduct or products, the Vendor must defend the claim at its own cost, bear all liabilities, and reimburse Onyx for any costs incurred.

15. LIMITATION OF LIABILITY

15.1 Platform Availability

Onyx provides the platform “as-is“ and does not guarantee uninterrupted access, error-free operations, continuous system availability, or immediate bug fixes or zero downtime. Onyx is not liable for temporary service interruptions due to maintenance, upgrades, or unforeseen technical issues.

15.2 No Liability for Vendor Business Operations

Onyx shall not be liable for Vendor’ pricing decisions, quality or condition of Vendor’ products, financial losses, business interruption, or loss of profit by the Vendor, or reputational loss or customer dissatisfaction caused by Vendor actions.

15.3 Cap on Liability

Where Onyx is found liable (in rare cases permitted by law), total liability is limited to the total commission fees earned by Onyx from the Vendor in the last 3 months, or an amount determined by applicable Nigerian law (whichever is lower).

15.4 Exclusion of Damages

Onyx is not liable for indirect or consequential damages, loss of income, loss of anticipated profits, loss of goodwill, loss of data, or extraordinary or punitive damages.

16. VENDOR CONDUCT REQUIREMENTS

16.1 Professional Communication

Vendors are required to maintain courteous, respectful, and professional communication at all times when interacting with Buyers, Onyx staff, and third-party service providers engaged through the platform. All messages, emails, phone calls, and in-person interactions must reflect professionalism and support a positive customer experience.

16.2 Ethical Trading Practices

Vendors must conduct business in full compliance with Nigerian law, Onyx policies, and general principles of fairness and integrity. This includes honest pricing without hidden charges, transparent product descriptions and availability, accurate representations of quality, specifications, and warranties, and avoidance of fraudulent or deceptive practices.

16.3 Honesty in Product Representation

Vendors must ensure that all listings, images, descriptions, and specifications are truthful, accurate, and not misleading. Vendors are strictly prohibited from listing counterfeit, stolen, or prohibited items, misleading customers regarding product performance, features, or origin, and manipulating reviews or ratings to misrepresent customer feedback.

16.4 Prohibition of Abusive Behavior

Any form of abusive, threatening, or harassing behavior toward Buyers, Onyx staff, or other Vendors is strictly prohibited. This includes verbal, written, or electronic threats, aggressive or intimidating conduct, retaliatory actions against customers for complaints, and attempts to bypass the platform to resolve disputes outside approved channels.

Onyx reserves the right to take disciplinary action, which may include warnings, temporary suspension, financial penalties, or permanent delisting, depending on the severity of the violation.

17. FEES, CHARGES & COMMISSIONS

17.1 Transaction Fees

Vendors acknowledge that Onyx charges fees, commissions, or charges on every successful transaction completed through the platform. These fees may include platform transaction fees for the use of the Onyx marketplace, payment processing fees for digital payments or installment arrangements, and service or facilitation fees for logistics, marketing support, or promotional activities.

Fees may vary depending on product category, type, or promotional campaigns.

17.2 Communication of Fees

Onyx will communicate all applicable fees, charges, and commissions to Vendors through the Vendor Dashboard, email notifications to the registered Vendor account, and platform updates or circulars. It is the Vendor’ responsibility to stay informed of current fee structures. Continued use of the platform after notification constitutes acceptance of updated fees.

17.3 Deduction of Fees

All fees, charges, and commissions are automatically deducted from Vendor payouts before disbursement. Vendors shall not hold Onyx liable for these deductions.

17.4 Changes to Fees

Onyx reserves the right to modify, add, or remove fees at any time, subject to reasonable prior notification (usually via electronic communication). Any changes will apply to transactions conducted after the effective date of the new fee structure.

18. SUSPENSION & TERMINATION

18.1 Suspension by Onyx

Onyx reserves the right to temporarily suspend a vendor account if there is reasonable suspicion or evidence of fraudulent activity, breach of any terms or conditions, listing or sale of counterfeit, stolen, prohibited, or unsafe products, repeated or unresolved customer complaints, or non-compliance with applicable laws, regulations, or industry standards.

Suspension may include partial or full restriction of access to the Vendor Dashboard, withholding of payouts, or removal of product listings until the issue is resolved.

18.2 Termination by Onyx

Onyx may permanently terminate a vendor account without prior notice if the Vendor engages in serious misconduct or illegal activity, repeatedly violates platform rules despite warnings, there is evidence of intentional or large-scale fraud, counterfeiting, or intellectual property infringement, or continued operation presents risk to Onyx, its customers, or its reputation.

Termination will result in immediate deactivation of the Vendor account, forfeiture of rights to use the platform, deduction of any amounts owed to cover refunds, damages, or penalties resulting from Vendor conduct, and retention of Onyx’ rights to pursue legal or regulatory remedies.

18.3 Voluntary Termination by Vendor

Vendors may voluntarily terminate their account by providing 14 days’ written notice to Onyx. During this notice period, Vendors remain responsible for fulfilling all outstanding orders, obligations, and customer issues, outstanding fees, refunds, or commissions owed to Onyx must be settled, and any pending disputes must be resolved in accordance with the platform’ policies.

19. ENFORCEMENT & COMPLIANCE

19.1 Purpose

This section outlines Onyx’ rights and the Vendor’ obligations to ensure compliance with platform policies, Nigerian law, and industry best practices. It provides the framework for enforcement actions, penalties, indemnification, and recovery of funds in cases of violations.

19.2 Suspension of Vendor Accounts

Onyx may temporarily suspend a vendor account if there is reasonable suspicion or evidence of:

• Fraudulent activity, misrepresentation, or deceit,
• Breach of these Terms and Conditions,
• Listing or sale of counterfeit, stolen, prohibited, or unsafe products,
• Repeated unresolved customer complaints,
• Non-compliance with applicable laws or regulations,
• Unauthorized use of Onyx intellectual property.

During suspension:

• Access to the Vendor Dashboard and product listings may be restricted,
• Payouts may be withheld to cover potential refunds or liabilities,
• Vendors must cooperate with Onyx in resolving the issue.

19.3 Termination of Vendor Accounts

Onyx reserves the right to permanently terminate a vendor account under any of the following circumstances:

• Serious or repeated breaches of platform rules,
• Evidence of large-scale fraud, counterfeiting, or intellectual property infringement,
• Conduct that threatens Onyx’ reputation, safety, or legal compliance.

Upon termination:

• Vendor access to the platform ceases immediately,
• Outstanding fees, refunds, or penalties remain payable,
• Onyx may pursue legal action or regulatory reporting as required.

Vendors may voluntarily terminate their accounts by providing 14 days’ written notice, during which all obligations, including order fulfillment, refunds, and fee settlements, must be completed.

19.4 Penalties

Vendors acknowledge that violations may attract penalties, including but not limited to:

• Temporary suspension of account or product listings,
• Monetary fines or deduction from payouts,
• Permanent delisting of products or termination of account,
• Legal or regulatory action in cases of statutory violations.

Penalties may be applied at Onyx’ discretion, based on the severity, frequency, and impact of the breach.

19.5 Indemnity

Vendors agree to indemnify and hold harmless Onyx, its affiliates, employees, officers, and partners from any claims, losses, damages, liabilities, fines, or expenses arising from:

• Sale of defective, unsafe, counterfeit, or misrepresented products,
• Intellectual property infringement,
• Customer complaints or legal claims related to the Vendor’ actions or omissions,
• Breach of these Terms, NDPR obligations, or applicable laws.

Indemnification includes reimbursement of Onyx’ costs for legal fees, administrative costs, and recovery of funds paid to affected customers.

19.6 Fee Recovery

Onyx reserves the right to recover any losses, penalties, or refunds resulting from Vendor actions by:

• Debiting amounts directly from Vendor payouts,
• Charging fees associated with dispute resolution, chargebacks, or operational recovery,
• Deducting administrative costs incurred during enforcement of platform policies.

All financial obligations remain enforceable even after account suspension, termination, or delisting.

19.7 Compliance Monitoring

Vendors agree to:

• Cooperate with Onyx’ compliance reviews and audits,
• Provide accurate information for investigations into suspected violations,
• Implement corrective actions as directed by Onyx.

Non-compliance with audits or investigations may result in immediate suspension, termination, or additional penalties.

19.8 Reporting & Transparency

Onyx may notify affected customers, authorities, or third parties regarding enforcement actions where legally or operationally necessary, in order to maintain transparency, protect consumers, and mitigate risks.

19.9 Survival of Obligations

All obligations under this section—including indemnification, fee recovery, and compliance with legal requirements—survive termination, suspension, or voluntary account closure.

20. LIMITATION OF LIABILITY

20.1 General Limitation

Vendors acknowledge and agree that Onyx operates as a platform connecting Vendors and Buyers. To the fullest extent permitted under Nigerian law, Onyx shall not be liable for any direct, indirect, incidental, consequential, or special damages arising out of or in connection with the Vendor’ use of the platform or the sale of products.

20.2 Specific Exclusions of Liability

Without limiting the generality of the above, Onyx is not liable for:

• Product Defects or Quality Issues: Any defects, non-conformity, safety issues, or misrepresentations of products listed by Vendors.
• Loss of Business or Profits: Any loss of revenue, sales, anticipated profits, or business opportunities arising from Vendor actions, Buyer disputes, or platform downtime.
• Third-Party Delays or Failures: Delays, errors, or failures caused by logistics providers, payment processors, or other third-party service providers engaged by Vendors or Onyx.
• Indirect or Consequential Damages: Including, but not limited to, loss of goodwill, loss of data, business interruption, or reputational harm.

20.3 Cap on Liability

The maximum aggregate liability of Onyx to a Vendor in relation to any single transaction or dispute shall not exceed the total value of the specific transaction in question. This cap applies regardless of the number or type of claims, actions, or causes of action brought against Onyx.

20.4 Applicability of Limitation

This limitation of liability applies to all claims, including but not limited to:

• Breach of contract,
• Negligence,
• Misrepresentation,
• Statutory claims,
• Claims under tort or common law principles.

It is understood that this limitation is reasonable and necessary to enable Onyx to provide services while maintaining a sustainable platform for Vendors and Buyers.

20.5 Exceptions

Nothing in this clause shall limit or exclude Onyx’ liability to the extent that:

• Such liability cannot be legally excluded under Nigerian law,
• Liability arises from Onyx’ gross negligence, willful misconduct, or fraudulent acts,
• Liability is mandated by applicable consumer protection regulations or statutory provisions.

21. GOVERNING LAW & DISPUTE RESOLUTION

21.1 Governing Law

This Agreement and all rights, obligations, and relationships arising from it shall be governed by, and construed in accordance with, the laws of the Federal Republic of Nigeria, including:

• The Companies and Allied Matters Act (CAMA), governing corporate entities, business registration, and related commercial activities,
• The Nigeria Data Protection Regulation (NDPR), and any other applicable data protection and privacy laws,
• Any other applicable Nigerian statutory, regulatory, or common law provisions relevant to electronic commerce, contracts, and business operations.

The parties agree that this framework shall guide the interpretation, enforcement, and execution of all provisions in this Agreement.

21.2 Dispute Resolution

In the event of any dispute, controversy, or claim arising out of, or in connection with, this Agreement, the parties shall first attempt to resolve the matter amicably through good-faith negotiation.

If the dispute cannot be resolved within 14 days of written notice:

• The matter shall be referred to arbitration in Lagos, Nigeria,
• Arbitration shall be conducted in accordance with the rules of a recognized arbitral institution, such as the Chartered Institute of Arbitrators (CIArb) Nigeria,
• The arbitral decision shall be final, binding, and enforceable on both parties.

21.3 Interim Relief

Nothing in this clause prevents either party from seeking interim, injunctive, or protective relief from a competent court in Lagos to safeguard intellectual property, confidential information, or prevent irreparable harm pending arbitration.

21.4 Enforcement

Any arbitral award, judgment, or settlement under this clause may be enforced in Nigerian courts in accordance with the Arbitration and Conciliation Act or any other applicable law.

22. ENTIRE AGREEMENT

22.1 Supersession of Prior Communications

This Agreement constitutes the complete and exclusive understanding between the Parties regarding the subject matter herein and supersedes all prior negotiations, agreements, proposals, representations, or communications, whether written, electronic, or oral, relating to the Vendor’ use of the Onyx platform.

22.2 No Reliance on Prior Representations

The Parties acknowledge that, in entering into this Agreement, they have not relied on any statement, promise, or representation not expressly contained herein. Any prior assurances, discussions, or informal communications, including emails, presentations, or marketing materials, are rendered null and void to the extent they conflict with or are inconsistent with this Agreement.

22.3 Integration Clause

This Agreement, together with any schedules, annexures, or referenced documents expressly incorporated by reference, constitutes the entire contract between the Parties and supersedes all other arrangements.

• No amendment, modification, or waiver shall be valid unless made in writing and signed by authorized representatives of both Parties.
• Any terms or conditions proposed by a Vendor that conflict with this Agreement shall not be binding unless expressly accepted in writing by Onyx.

22.4 Survival of Certain Clauses

Clauses relating to Intellectual Property, Indemnity, Limitation of Liability, Governing Law, Confidentiality, and Enforcement shall survive the termination, expiration, or suspension of this Agreement, notwithstanding its status as the complete and exclusive understanding between the Parties.