VINKOL LOGISTICS

DEFINITIONS AND INTERPRETATIONS: In this Agreement, the following capitalized terms shall have the meanings ascribed to them below unless the context otherwise requires:

“Affiliate” means any person who directly or indirectly controls, is controlled by or is under common control with such Party. A person controls another person if it holds or is beneficially entitled to hold, directly or indirectly, other than by way of security interest only, more than 50% of its voting rights, income or capital.

“Business Day” means Mondays to Fridays, excluding public holidays declared by the Federal Government in Nigeria.

“Confidential Information” means all confidential, proprietary or sensitive information of either Party, whether tangible or intangible, oral or written, including any information which may have been disclosed by either Party prior to or after the execution of this Agreement. It also includes any information relating to and or including released or unreleased software or hardware products, the marketing or promotion of products, business plans, practices or policies, and information received from either Party, including trade secrets, source codes, object codes, patents, inventions, firmware, designs, formulas, specifications, financial information and projections, numbers, lists of suppliers and potential suppliers, lists of customers and potential customers, equipment lists, employee lists, management methods, know-how, working methods, manufacturing techniques, operating techniques, and all manuals, documents, reports, spreadsheets, files, market information, computer disks and tapes (whether machine or user readable) and other written or electronic information pertaining thereto.

“Effective Date” means the date the Vendor signs up on the Platform by ticking the “I agree” feature.

“Force Majeure” means any event or circumstance beyond the reasonable control of the Parties that is not foreseeable, is unavoidable and its origin is not due to negligence or lack of care on the part of the Parties. Such events include but not limited to acts of God, fire, flood, invasion, war, revolution, uprising, insurrection, social/public unrest, public disturbance, strike, riots, fire disaster, storm, acts of terrorism and any other circumstance which may hinder or delay the performance of the obligations of the Parties under this Agreement.

“Grocery” means all edible and non-edible items sold in a grocery or supermarket or shop to be sold by the Vendor on the Platform.

“Grocery Content” means the description of available Grocery items provided by the Vendor to Vinkol Logistics as part of the Vendor Content.

“Harassment” means any kind of behaviour that humiliates, victimizes, or threatens a person, like directing racial slurs and making sexual advances. It also includes but is not limited to seemingly harmless actions, like calling a person constantly outside work for non- emergencies and without prior agreement. Innuendos, veiled threats and inappropriate or offensive jokes. Harassment can happen in-person, over the phone, via email or through a messaging app.

“Intellectual Property” means all present and future worldwide patents, trademarks, service marks, trade names, good will, registered designs, design rights, database rights, copyrights, inventions, rights in computer software and other forms of intellectual or industrial property and all registrations, applications, renewals, extensions, combinations, divisions, or reissues of the foregoing.

“Platform” means the Vinkol Logistics App or website used to provide the Services to Customers.

“Pricing Tier” means the commission payable by the Vendor per Transaction, based on the tier selected during the onboarding process.

“Vendor Content” means the Vendor Marks, Vendor products and any materials, documentation, menu descriptions, data, information, goods, services, images or photographs of the Vendor on the Platform.

“Vendor Marks” means the trademarks, trade names, brand names, logos, service marks, graphics and designs owned by the Vendor.

“Transaction” means the total order placed by the customer on the Platform.

“VAT” means Value Added Tax.

SERVICES

Vinkol Logistics shall provide the following Services to the Vendor:

• on-demand logistics services on behalf of the Vendor to its customers.
• promote and manage orders for the Vendor made through the Platform.
• maintain and obtain all requisite registration and permits required by law for the provision of the Services; and
• comply with all regulatory and compliance obligations in line with applicable laws.
• Perform Visual Display, Marketing and Promotion of Vendors Brand at will.

OBLIGATIONS OF THE VENDOR

The Vendor shall perform the following obligations:

• make available to Vinkol Logistics all requisite information including but not limited to the Grocery Content, Skincare Products, Food, Vendor Content and Vendor Marks upon sign-up on the Platform.
• provide the account details of the Vendor for remittance of monies paid by customers;
• provide Vinkol Logistics with up-to-date prices and Grocery Content within five (5) days of signing up on the Platform and immediately when there are changes or variations;
• ensure all Grocery Contents comply with SON, NAFDAC and all applicable regulatory bodies;
• ensure it does not offer expired, contaminated, counterfeited or prohibited Grocery Contents;
• maintain sanitary conditions for Grocery Contents;
• prepare and package orders for pickup by Vinkol Logistics and dispatch to customers;
• maintain all required licenses and permits;
• allow Vinkol Logistics to use Vendor Marks and Content at no cost;
• comply with all applicable laws.