Vendor Agreement

1. Introduction

1.1. This Vendor Agreement ("Agreement") is between Sweet Canvas Ltd ("Platform", "we", "us") and the individual or business entity registering to sell products on the Platform ("Vendor", "Baker", "you").

1.2. By registering as a Vendor or listing products on the Platform, you agree to be bound by this Agreement, the Platform's Terms & Conditions, and Privacy Policy.

1.3. You are an independent contractor. This Agreement does not create any partnership, employment, joint venture, or agency relationship between you and Sweet Canvas. The Platform does not guarantee sales.

2. Vendor Eligibility & Registration

2.1. To register, you must be at least 18 years old and legally able to operate a food business in Nigeria.

2.2. You must provide complete and accurate information during registration, including your business name, contact details, location, and business type.

2.3. All Vendor accounts are subject to verification and approval by Sweet Canvas. We may request identity documents (NIN), business registration (CAC/BN), or food safety certification (NAFDAC) as part of the approval process.

2.4. You must not operate multiple Vendor accounts without written permission from Sweet Canvas.

3. Fresh Bake Guarantee

3.1. By joining Sweet Canvas, you commit to our Fresh Bake Guarantee:

• All products must be freshly prepared per order — no pre-made stock
• Products must be made to the customer's specifications as described in the order
• You must use fresh, quality ingredients appropriate for the product

3.2. The Fresh Bake Guarantee badge is displayed on your storefront. Violations reported by customers will be investigated and may result in warnings, suspension, or permanent removal from the Platform.

4. Product Listings

4.1. Accuracy: All product listings must include accurate descriptions, pricing, ingredient/allergen information, available sizes, preparation time, and images that represent the actual product.

4.2. Compliance: All products must comply with applicable Nigerian food safety laws and regulations, including NAFDAC requirements where applicable.

4.3. Allergen information: You must accurately disclose known allergens in your products. If your workspace handles common allergens (nuts, dairy, gluten, eggs), you must disclose this.

4.4. Pricing: You are solely responsible for setting your prices. Prices must be in Nigerian Naira (₦) and must include all applicable costs except delivery fees, which are set separately per delivery zone.

4.5. Images: Product images must be of products you have actually made. Using images of products made by others, stock photos, or AI-generated images to misrepresent your work is prohibited.

5. Orders & Fulfilment

5.1. Acceptance: When a customer places an order, you will be notified immediately. You must accept or decline the order within 24 hours. Orders not responded to within this period may be automatically cancelled.

5.2. Fulfilment: Once accepted, you are committed to completing the order as specified by the customer, on time and to the standard represented in your listings.

5.3. Communication: You must respond to customer messages promptly and use the Platform's messaging system for all order-related communication.

5.4. Progress updates: For orders in progress, you are encouraged to upload progress photos to keep the customer informed.

5.5. Order modifications: You may propose modifications (price changes, alternative designs, date changes) through the Platform's structured modification flow. A maximum of two modification rounds is permitted per order.

6. Delivery & Pickup

6.1. You are responsible for fulfilling delivery or making the order available for pickup as specified at the time of order.

6.2. Delivery zones: If you offer delivery, you must configure accurate delivery zones and fees in your settings. You are responsible for the safe transport of the product to the customer's address.

6.3. Pickup: If you offer pickup, you must provide clear pickup instructions and be available at the agreed time.

6.4. Packaging: Products must be packaged appropriately for safe transport. You are responsible for any damage caused by inadequate packaging.

7. Commission, Fees & Payment

7.1. Platform commission: Sweet Canvas charges a commission of 15% on each completed order (calculated on the order total excluding delivery fees). This rate may be adjusted with 30 days' notice.

7.2. Escrow: All customer payments are held in escrow by the Platform. Funds are released to you after the customer confirms delivery or the order is marked as completed.

7.3. Payouts: Earnings are paid to your registered bank account on the Platform's standard payout schedule. You must provide accurate and current bank account details.

7.4. Deductions: The Platform may deduct from your payouts any amounts owed due to refunds, disputes resolved in the customer's favour, or chargebacks.

7.5. Off-platform transactions: Accepting payment outside the Platform for orders initiated through Sweet Canvas is strictly prohibited and grounds for immediate termination.

8. Cancellations & Refunds

8.1. Vendor cancellation: If you cancel an accepted order, the customer will receive a full refund. Frequent cancellations will negatively impact your standing on the Platform and may lead to suspension.

8.2. Customer cancellation: Refund amounts for customer-initiated cancellations are determined by the Platform's tiered refund policy based on proximity to the delivery date. The Vendor's portion of any partial refund may be retained.

8.3. Disputes: If a customer raises a dispute, the Platform will investigate. You must respond to dispute inquiries promptly and provide evidence (photos, messages, delivery proof) as requested. Dispute decisions are final.

9. Food Safety & Legal Compliance

9.1. You are solely responsible for complying with all applicable laws and regulations relating to food safety, hygiene, labelling, and business operation in your jurisdiction.

9.2. Where required by Nigerian law, you must obtain and maintain valid NAFDAC registration, business permits, and any other required certifications.

9.3. You must maintain a clean, hygienic workspace suitable for food preparation.

9.4. Sweet Canvas does not inspect, certify, or guarantee the safety of your kitchen or products. Responsibility lies entirely with you.

10. Prohibited Activities

As a Vendor, you shall not:

• Manipulate or incentivise customer reviews or ratings
• Contact customers outside the Platform's messaging system for marketing purposes
• Divert customers to external websites or off-platform transactions
• List products that are counterfeit, unsafe, illegal, or misrepresented
• Use Sweet Canvas branding, logos, or materials without authorisation
• Engage in price gouging, bait-and-switch tactics, or deceptive practices

11. Data Protection

11.1. You must handle all customer personal data accessed through the Platform in accordance with the Nigeria Data Protection Regulation (NDPR) and our Privacy Policy.

11.2. Customer data (names, addresses, phone numbers) may only be used for the purpose of fulfilling specific orders. Marketing use of customer data is prohibited.

11.3. You must not sell, share, or transfer customer data to any third party.

12. Intellectual Property

12.1. You retain ownership of your product photos, descriptions, and brand materials. By listing on the Platform, you grant Sweet Canvas a non-exclusive, royalty-free licence to display this content on the Website and in marketing materials.

12.2. All Platform intellectual property (design, code, the Sweet Canvas name and logo) remains the sole property of Sweet Canvas.

13. Suspension & Termination

13.1. By you: You may close your Vendor account at any time by contacting support. You must fulfil all outstanding accepted orders before account closure.

13.2. By us: Sweet Canvas may suspend or terminate your account immediately if:

• You violate any term of this Agreement
• Multiple customer complaints or disputes are received
• Your order completion rate falls below acceptable standards
• You fail to maintain required legal or compliance documentation
• Fraudulent or deceptive activity is detected

13.3. Funds on termination: Upon termination, any funds held in escrow for completed orders will be released on the normal schedule. Funds related to disputed or incomplete orders may be withheld pending resolution.

14. Indemnification

You agree to indemnify, defend, and hold harmless Sweet Canvas and its officers, employees, and agents from any claims, losses, damages, liabilities, or expenses arising from:

• Your products, including product liability, food safety issues, allergic reactions, or personal injury
• Breach of this Agreement or applicable laws
• Intellectual property infringement claims related to your content
• Your interactions with customers

15. Limitation of Liability

15.1. Sweet Canvas provides the Platform on an "as-is" basis. We do not guarantee uninterrupted service, sales volumes, or revenue.

15.2. Our total liability to you for any claim shall not exceed the total commission retained by the Platform from your orders in the preceding 3 months.

16. Amendments

Sweet Canvas may amend this Agreement at any time. Changes become effective 30 days after notification via email or in-app notice. Continued use of the Platform after the effective date constitutes acceptance. If you disagree with any changes, you may terminate your account before the effective date.

17. Force Majeure

Neither party shall be liable for delays or failures caused by events beyond reasonable control, including natural disasters, government actions, epidemics, civil unrest, power outages, or infrastructure failures.

18. Governing Law

This Agreement is governed by the laws of the Federal Republic of Nigeria. Any disputes shall be subject to the exclusive jurisdiction of the courts in Lagos, Nigeria.

19. Acceptance

By completing registration on the Platform and checking the "I agree to the Vendor Agreement" checkbox, you acknowledge that you have read, understood, and agreed to all terms of this Agreement. Your digital acceptance constitutes a binding electronic signature.

20. Contact

For questions about this Agreement, contact us at vendors@sweetcanvas.org.