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CELEBRATEME DIGITAL TECHNOLOGY LTD VENDOR AGREEMENT
Version: 1.0 Effective Date: December 2025 Last Reviewed: April 2026
This Vendor Agreement ("Agreement") is entered into between Celebrateme Digital Technology Ltd, a company duly incorporated under the laws of the Federal Republic of Nigeria with RC Number [INSERT RC NUMBER], having its registered address at [INSERT ADDRESS] (hereinafter referred to as "Celebrateme," "the Company," or "the Platform"), and the entity or individual who has applied for and been granted Vendor status on the Platform (hereinafter referred to as "Vendor," "you," or "your").
This Agreement governs the terms and conditions under which the Vendor is permitted to list products and/or services on the Celebrateme Platform, to receive orders from Users, and to receive payments through the Platform's disbursement mechanism.
By submitting a Vendor application and/or activating a Vendor Account on the Platform, the Vendor represents that it has read, understood, and unconditionally agrees to be bound by this Agreement in its entirety.
This Agreement is a legally binding contract enforceable under the laws of the Federal Republic of Nigeria.
1. Definitions
In this Agreement, unless the context otherwise requires:
1.1 "Vendor" means the individual, sole trader, partnership, limited liability company, or other legal entity approved by Celebrateme to list and sell products or services on the Platform.
1.2 "Vendor Account" means the dedicated account created for the Vendor on the Platform through which it manages listings, orders, and financial activity.
1.3 "Listing" means any product, service, gift item, or experience that the Vendor posts for sale or promotion on the Platform.
1.4 "Order" means a confirmed purchase or engagement initiated by a Platform User in respect of a Vendor Listing.
1.5 "Platform Fee" means the percentage-based or fixed commission charged by Celebrateme on each Order fulfilled by the Vendor, as set out in Schedule A of this Agreement.
1.6 "Net Proceeds" means the gross value of an Order, less the applicable Platform Fee, less any applicable penalties, clawbacks, or withholdings.
1.7 "Payout" means the disbursement of Net Proceeds to the Vendor's verified bank account in accordance with the payment schedule set out herein.
1.8 "Holding Period" means the minimum period during which Net Proceeds are held by Celebrateme before becoming eligible for Payout, as defined in Clause 10.2.
1.9 "Fulfilment" means the complete and satisfactory delivery of an Order to the purchasing User, in accordance with the Listing description and applicable quality standards.
1.10 "Prohibited Conduct" means any act, omission, or business practice that violates the terms of this Agreement, the Platform's Acceptable Use Policy, or applicable Nigerian law.
1.11 "Clawback" means the recovery by Celebrateme of any amounts previously disbursed to a Vendor that are subsequently determined to be subject to refund, dispute, penalty, or fraud recovery.
2. Application and Approval Process
2.1 Access to the Platform as a Vendor is conditional upon successful completion of Celebrateme's Vendor onboarding process, which includes:
(a) submission of a completed Vendor application form via the Platform;
(b) provision of valid business registration documents, tax identification information, and identity documents as required;
(c) provision of verified bank account details for Payout purposes;
(d) acceptance of this Agreement in its entirety.
2.2 Celebrateme reserves the absolute right to approve or reject any Vendor application at its sole discretion, without obligation to provide reasons for rejection.
2.3 Approval of a Vendor application does not constitute an endorsement of the Vendor's products, services, or business practices. The Company assumes no liability for the acts or omissions of any Vendor.
3. Vendor Representations and Warranties
3.1 By entering into this Agreement, the Vendor represents and warrants that:
(a) it has full legal capacity and authority to enter into this Agreement;
(b) all information provided during onboarding is true, accurate, complete, and not misleading;
(c) it holds all necessary licences, permits, and regulatory approvals required to sell its products or services in Nigeria;
(d) it is not subject to any insolvency, bankruptcy, or regulatory enforcement proceedings;
(e) its products and services do not infringe any third-party intellectual property rights;
(f) its business operations comply with all applicable Nigerian laws, including the Federal Competition and Consumer Protection Act (FCCPA) 2018 and the Standards Organisation of Nigeria Act.
4. Platform Fee
4.1 In consideration of access to the Platform, its User base, transaction infrastructure, marketing exposure, and associated services, the Vendor agrees to pay Celebrateme a Platform Fee on each Order completed through the Platform.
4.2 The applicable Platform Fee tiers are set out in Schedule A to this Agreement. Celebrateme reserves the right to amend the Platform Fee structure upon thirty (30) days' written notice to the Vendor.
4.3 Platform Fees are automatically deducted from gross Order proceeds prior to calculation of Net Proceeds. The Vendor acknowledges and agrees that the Platform Fee represents fair compensation for the services provided by Celebrateme and constitutes no basis for dispute.
Schedule A — Platform Fee Structure (Default)
| Listing Tier | Platform Fee |
|---|---|
| Basic | 10% of gross Order value |
| Standard | 12% of gross Order value |
| Premium | 15% of gross Order value |
| Luxury / Bespoke | 18% of gross Order value |
| Promotional / Featured | [As agreed in writing per promotion] |
[REVIEW: Fee percentages should be reviewed by Nigerian tax counsel to confirm VAT treatment on Platform Fees — local legal sign-off recommended]
4.4 Revenue Sharing. Where Celebrateme actively features, promotes, or markets a specific Vendor Listing through paid or curated promotional campaigns, the Vendor agrees to an additional revenue-sharing contribution of up to five percent (5%) of the promoted Listing's gross proceeds during the promotional period, as set out in a separate written promotion order.
4.5 No Set-Off. The Vendor shall have no right to set off, withhold, or deduct any amounts from Platform Fees owed to Celebrateme for any reason whatsoever.
5. Order Payment Processing
5.1 All payments by Platform Users for Vendor Listings are processed by Celebrateme through its designated payment gateways. The Company acts as a limited payment collection agent on behalf of the Vendor for the purpose of receiving User payments.
5.2 Receipt of payment by Celebrateme from a User does not trigger an immediate obligation to disburse Net Proceeds to the Vendor. Disbursement is subject to the Holding Period and Payout Schedule set out herein.
6. Holding Period
6.1 Net Proceeds shall be held by Celebrateme for a minimum period of seven (7) calendar days following confirmed Fulfilment of an Order before becoming eligible for inclusion in a Payout.
6.2 The Holding Period may be extended, at Celebrateme's sole discretion, where:
(a) a dispute, complaint, or refund request has been raised by a User in connection with the relevant Order;
(b) the Vendor's Account is under review for potential violations of this Agreement;
(c) Celebrateme is conducting fraud, compliance, or identity verification checks on the Vendor;
(d) the relevant transaction is subject to a payment processor hold or chargeback investigation.
6.3 The Vendor expressly acknowledges and agrees that Celebrateme's retention of funds during the Holding Period does not constitute unlawful withholding and shall not give rise to any claim for interest or damages.
7. Payout Schedule
7.1 Approval Day. Vendor Payout requests are reviewed and approved by Celebrateme every Friday of each calendar week (the "Approval Day"). Requests submitted after close of business on Thursday of any given week shall be reviewed on the following Friday.
7.2 Processing Timeline. Following approval of a Payout request on the Approval Day, disbursement of Net Proceeds to the Vendor's verified bank account shall be completed within five (5) to seven (7) working days, subject to banking clearance procedures and any applicable regulatory checks.
7.3 Minimum Payout Threshold. A minimum Payout threshold of [INSERT AMOUNT, e.g., ₦10,000] applies. Net Proceeds below this threshold shall be carried forward to the following Approval Day.
7.4 Verified Bank Account Requirement. Payouts shall only be made to a bank account that has been verified by Celebrateme. The Vendor is responsible for ensuring its bank account details remain accurate and up to date. Celebrateme shall not be liable for any Payout made to an incorrect account resulting from the Vendor's failure to update its details.
8. Early Withdrawal Penalty
8.1 Where a Vendor requests withdrawal of funds prior to the expiry of the applicable Holding Period (other than in circumstances approved by Celebrateme in writing), an early withdrawal penalty of [INSERT PERCENTAGE, e.g., 5%] of the requested Net Proceeds shall be assessed and deducted from the disbursement.
8.2 Celebrateme reserves the right to deny early withdrawal requests in its absolute discretion.
[REVIEW: Early withdrawal penalty enforceability should be reviewed under FCCPA — local legal sign-off recommended]
9. Listing Accuracy and Honesty
9.1 The Vendor shall ensure that all Listings on the Platform are:
(a) accurate, complete, and not misleading in any material respect;
(b) accompanied by clear, high-quality images or descriptions that truthfully represent the product or service;
(c) priced correctly and updated promptly to reflect any changes in availability or pricing;
(d) compliant with all applicable Nigerian consumer protection, advertising, and product safety standards.
9.2 The Vendor shall not:
(a) list counterfeit, prohibited, stolen, or unlicensed goods;
(b) misrepresent the origin, quality, condition, or certification of any product or service;
(c) engage in bait-and-switch pricing tactics or post unavailable items.
10. Fulfilment Obligations
10.1 The Vendor shall fulfil all confirmed Orders promptly and in accordance with the Listing description, within the delivery or service timelines stated at the time of the Order.
10.2 In the event of an inability to fulfil an Order, the Vendor shall immediately notify Celebrateme and the affected User, and shall cooperate fully with any refund process initiated by the Company.
10.3 Persistent Fulfilment failures — defined as a Fulfilment failure rate exceeding ten percent (10%) of Orders in any rolling thirty (30) day period — shall constitute a material breach of this Agreement.
11. Customer Service Standards
11.1 The Vendor shall respond to customer enquiries and complaints within twenty-four (24) hours of receipt.
11.2 The Vendor shall resolve all documented complaints to the reasonable satisfaction of the User within five (5) working days.
11.3 Celebrateme reserves the right to intervene in and resolve any dispute between a Vendor and a User, and the Vendor agrees to be bound by Celebrateme's resolution decision in such cases.
12. Platform Exclusivity and Non-Compete
12.1 Featured Exclusivity. Where Celebrateme designates a Vendor as a "Featured," "Premium," or "Official Partner" Vendor through a separate written arrangement, such designation may include an exclusivity obligation prohibiting the Vendor from simultaneously listing equivalent products or services on competing digital gift-giving or event-hosting platforms during the agreed exclusivity period, without the Company's prior written consent.
12.2 Non-Solicitation. During the term of this Agreement and for a period of twelve (12) months following its termination, the Vendor shall not, directly or indirectly, solicit, canvass, or approach any User, Client, or Contact of Celebrateme whom the Vendor first became aware of through the Platform, for the purpose of conducting transactions outside the Platform.
12.3 Confidentiality of Platform Data. The Vendor acknowledges that user data, Platform analytics, transaction data, and proprietary Platform information constitute confidential and commercially sensitive information of Celebrateme. The Vendor shall not use, disclose, or exploit such information except as strictly necessary to fulfil Orders on the Platform.
12.4 Non-circumvention. The Vendor shall not take any action designed to circumvent the Platform's fee structure, payment mechanism, or User relationship, including by directing Platform Users to complete transactions through channels outside the Platform.
[REVIEW: Enforceability of non-compete clauses under Nigerian law should be assessed by local counsel — courts may scrutinise clauses considered unreasonably broad in restraint of trade]
13. Prohibited Conduct
13.1 The following shall constitute Prohibited Conduct by the Vendor:
(a) submission of false, fraudulent, or misleading information during onboarding or in any Listing;
(b) manipulation of reviews, ratings, or Platform performance metrics;
(c) collusion with Users, other Vendors, or third parties to defraud the Platform;
(d) engagement in money laundering, tax evasion, or any other unlawful financial activity through the Platform;
(e) violation of any intellectual property right in connection with a Listing;
(f) circumvention of Platform Fees or payment mechanisms;
(g) breach of any confidentiality, non-compete, or non-solicitation obligation in this Agreement;
(h) engagement in conduct that brings the Platform into disrepute.
14. Financial Penalties and Clawbacks
14.1 Upon determination by Celebrateme (acting in good faith) that a Vendor has engaged in Prohibited Conduct, the Company may:
(a) impose a financial penalty of up to fifty percent (50%) of the Vendor's Net Proceeds held or accrued at the time of determination;
(b) execute a Clawback of all amounts previously disbursed to the Vendor in connection with the fraudulent or non-compliant transactions;
(c) set off any penalties, Clawbacks, or outstanding fees against any future Payout due to the Vendor.
14.2 Clawback obligations survive the termination of this Agreement. The Vendor remains liable for all Clawback amounts regardless of whether the Vendor Account remains active.
14.3 In cases of confirmed fraud resulting in User losses, the Vendor shall indemnify Celebrateme for the full quantum of any refunds, regulatory fines, legal costs, and reputational damages incurred by the Company as a direct or proximate result of the Vendor's conduct.
15. Graduated Enforcement and Sanctions
15.1 Celebrateme shall apply the following graduated enforcement framework in response to Vendor violations. The Company reserves the right to bypass lower tiers and proceed directly to higher tiers in cases of severe or egregious violations:
Tier 1 — Formal Written Warning Issued for first-time, minor, or procedural breaches. The Vendor is given [NUMBER] days to remedy the breach. Failure to remedy constitutes escalation to Tier 2.
Tier 2 — Account Suspension and Payment Freeze The Vendor Account is suspended, all Payout requests are frozen pending investigation, and all Listings are delisted. The Vendor is notified in writing and given an opportunity to respond within [NUMBER] days.
Tier 3 — Permanent Account Termination and Financial Recovery The Vendor Account is permanently terminated, all accrued Net Proceeds are forfeited or subject to Clawback (as applicable), and the Vendor is blacklisted from re-registering on the Platform under any name or associated entity.
Tier 4 — Legal Action Celebrateme initiates civil and/or criminal proceedings against the Vendor for fraud, breach of contract, intellectual property infringement, or any other actionable cause, and refers the matter to relevant regulatory authorities including EFCC, FCCPC, and/or NITDA.
16. Term
16.1 This Agreement commences on the date the Vendor Account is approved and continues until terminated in accordance with this Part VIII.
17. Termination by Celebrateme
17.1 Celebrateme may terminate this Agreement immediately and without prior notice upon the occurrence of any of the following:
(a) a material breach by the Vendor of any term of this Agreement;
(b) the Vendor's insolvency, liquidation, or commencement of bankruptcy proceedings;
(c) determination by Celebrateme that the Vendor's continued participation poses a legal, reputational, or operational risk to the Platform;
(d) a request from a government or regulatory authority.
17.2 Celebrateme may also terminate this Agreement for convenience upon thirty (30) days' written notice to the Vendor.
18. Termination by Vendor
18.1 The Vendor may terminate this Agreement by giving thirty (30) days' written notice to Celebrateme at legal@celebrateme.co. During the notice period, the Vendor remains bound by all obligations under this Agreement, including fulfilment of outstanding Orders.
18.2 Termination by the Vendor does not entitle the Vendor to waive, reduce, or accelerate any outstanding Platform Fees or Clawback obligations.
19. Effects of Termination
19.1 Upon termination of this Agreement for any reason:
(a) the Vendor's right to access the Platform ceases immediately;
(b) all Listings are removed from the Platform;
(c) Net Proceeds subject to a Holding Period shall continue to be held until the Holding Period expires and any pending disputes are resolved;
(d) all confidentiality, non-solicitation, non-compete, and indemnification obligations survive termination.
20. Governing Law and Dispute Resolution
20.1 This Agreement shall be governed by the laws of the Federal Republic of Nigeria.
20.2 Any dispute shall first be submitted to Celebrateme's internal dispute resolution process. If unresolved within thirty (30) days, the matter shall be referred to arbitration under the Lagos Court of Arbitration Rules, conducted in English in Lagos, Nigeria. The award shall be final and binding.
20.3 Nothing herein prevents Celebrateme from seeking urgent injunctive relief from any competent court.
21. Entire Agreement
21.1 This Agreement, together with Schedule A and any separately executed written addenda, constitutes the entire agreement between the parties with respect to Vendor participation on the Platform and supersedes all prior negotiations, representations, or understandings.
22. Amendments
22.1 Celebrateme may amend this Agreement upon thirty (30) days' written notice. Continued use of the Vendor Account following notice of amendment constitutes acceptance.
23. Severability
23.1 If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall continue in full force.
24. Contact
All correspondence under this Agreement shall be directed to: legal@celebrateme.co
By activating a Vendor Account on the Celebrateme Platform, the Vendor confirms that an authorised representative has read, understood, and accepted this Agreement in its entirety.
FOR THE VENDOR: Name of Authorised Representative: ___ Designation: ___ Signature: ___ Date: ___
FOR CELEBRATEME DIGITAL TECHNOLOGY LTD: Name: ___ Designation: ___ Signature: ___ Date: ___
End of Vendor Agreement — Version 1.0