Vendor Agreement

ZedVault is a product proudly owned, operated and developed by ChillTech Innovations Limited. In this Agreement "ZedVault", "we" and "us" mean ChillTech Innovations Limited acting through ZedVault. You are an independent seller using the ZedVault marketplace. You are not an employee, partner or agent of ChillTech Innovations Limited, and you confirm you are 18 or older.

You are the seller of everything you list. You are responsible for having the item, or being able to get it, in the time you say; for describing it truthfully; for its quality and safety and for it being legal to sell in Zambia; for having the right to sell it, including any brand or design rights; and for the taxes on what you earn. You agree to this again, in plain words, before you list your first product.

ZedVault does not buy your stock and does not finance your sourcing. ZedVault collects the buyer's payment, checks, packs and delivers each item, provides customer support, and decides refunds and disputes under this Agreement and the Terms of Use and Policies. ZedVault is not the seller of your items and is not responsible for their quality, safety or legality, or for your taxes.

How well we know your business decides what you can sell and how soon you are paid. Each level builds on the one before.

• Not verified yet: you can add products, but buyers do not see them and you cannot withdraw.
• Tier 1, ID verified: your identity check is approved (your NRC or passport and a selfie). Your products can go live, including items you source after the order (each one is checked by our team before buyers can order it). 80% of each sale becomes withdrawable once the buyer's payment is confirmed, and the rest once it is delivered.
• Tier 2, Registered business: we have approved your PACRA certificate of incorporation and your TPIN certificate, and have your registration number and TPIN. You may also sell goods you supply under a brand's authorisation. You are paid as on tier 1.
• Tier 3, Trusted business: on top of tier 2, we have approved a current tax clearance certificate and a utility bill showing your business address, and we have carried out a background check. All of each sale becomes withdrawable once the buyer's payment is confirmed.

We decide whether you move up to tier 2 or 3. We may move you to a lower level at any time, for example after an unpaid refund debt, a failed check, an expired document or a breach of this Agreement. Every order keeps the payout rule that applied when it was placed.

Your level does not approve every product you list. Each product has its own class and may need its own evidence and approval. You can prepare or submit a listing while it is pending, but a listing that has not been approved cannot be bought. Higher-risk products can be approved only by an authorised ZedVault administrator. If your sourcing evidence changes, we may review the product or your shop again.

You may be allowed to fulfil orders yourself (see Fulfilling orders yourself below). That is a separate permission from your tier or your product classes. We can grant, restrict or revoke it at any time.

Before buyers can see your products, and before you can withdraw money, you complete an identity check: a valid ID and a photo for comparison. The name on your check must match the name on the mobile money account we pay. We may pause withdrawals for a short period after you change your payout details, to protect you if your account is ever taken over.

You must describe products honestly, with true photos, price, sizes, colours, condition and delivery or sourcing time. You declare stock quantities or sourcing lead times and keep them current. You can change your prices and your future availability whenever you like, but a change never alters an order already placed: the price, offer, availability, returns choice and estimated delivery time the buyer agreed at checkout stand.

For each listing you choose whether to accept returns when the item is not as described. Whatever you choose, every listing is covered when an item arrives damaged, is the wrong item, size, colour or option, or never arrives.

When you add photos you confirm they are yours or that you have permission to use them. Photos copied from other shops or websites are taken down.

You must not put a phone number, email address, link, social media handle or any other way to reach you outside ZedVault in a listing, your shop name or description, a size or colour, or a reply to a buyer. We block or remove them.

You promise every item you sell is genuine, lawfully yours to sell, and as described. Counterfeit or infringing goods are forbidden. Food, medicine, cosmetics and illegal goods are not allowed on ZedVault at launch. Other categories may be restricted and need extra documents. The current lists are in Annex A, which is generated live from our admin. If we suspect counterfeit goods we take the product off sale and review it. Depending on what we find, you may be reinstated with restrictions or banned.

When a buyer pays, you must confirm within 4 hours that you can supply any item you source after the order. Items you hold in stock are checked against your declared stock. If you do not respond in time we cancel the affected item, refund the buyer, and flag your shop for review. If you find you cannot source an item, tell us at once so the buyer can choose to wait or cancel. A failure to supply after payment is a breach of this Agreement.

Our driver collects from you in the morning using the collection code in your dashboard, or you bring items to the hub. Each handover is confirmed by that code. A multi-vendor order is held at the hub until its items arrive. Items that reach the hub within 5 days of the first are packed and delivered together. Items that arrive later, or items that have to be cancelled or refunded, may be delivered separately. That is not a breach by itself.

We check every item that reaches the hub against its listing and our quality standards. If an item fails, we reject it and tell you why. You may send a replacement or take it back and the buyer is refunded for that item. The most tries for one item is 3 in total, counting the original. If the last try also fails, we cancel that item, refund the buyer and flag your shop for review. The party responsible for the failure bears the cost of returning the item. If you disagree about responsibility, an authorised administrator decides using the evidence we hold.

If, and only if, we have granted you the separate self-fulfilment permission for your shop and for the product, you may package an order yourself and bring it to the hub. You must send a video of the item being packed for our approval before the hub accepts it. We still deliver to the buyer. We can restrict or revoke the permission, for a product or for your whole shop, for example after repeated problems. All fulfilment remains subject to our standards, our delivery evidence requirements and our oversight.

ZedVault delivers to buyers. The buyer's delivery code confirms they received the order. If delivery fails twice, or the address was wrong and not corrected, the buyer collects it from us. Delivery charges are paid by the buyer at checkout. ZedVault carries the cost if actual delivery costs more than the fee collected.

You set your own price and you receive all of it for every item sold. We take nothing out of it. Buyers see one price, which we work out by adding to yours:

• our markup: 12.5% of your price, and at least K10 an item. Vendors who joined as Founding Sellers keep the lower rate they joined on (12.5% for those joining now).
• the cost of the item's packaging, by its pack size, with an extra for fragile or heavy items;
• the payment provider's fee of 1%;
• rounding up to a clean figure, which is ours.

We charge you no other fee. Delivery is paid by the buyer. Your dashboard shows, as you type a price, what buyers will pay. When one of these rates or a packaging cost changes, we update the buyer prices of your listings; an order always keeps the prices it was placed at.

Every offer names who pays for it before it applies.

• Vendor-funded: you give the discount off your own price. You receive your discounted price, and the buyer's price is worked out again from it.
• ZedVault-funded: you still receive your full price and ZedVault pays the difference.

A ZedVault-funded offer never reduces what you receive without your agreement. Free delivery offers are funded by ZedVault.

You receive your price for each item sold, less any offer you funded. It is released to your balance by the rule of your level (tier) when the order was placed:

• Tiers 1 and 2: 80% becomes withdrawable as soon as the buyer's payment is confirmed, and the rest once the buyer has confirmed delivery with their delivery code;
• Tier 3: all of it becomes withdrawable as soon as the buyer's payment is confirmed.

Money for an item with an open problem report, or under another valid restriction, waits until it is decided. The parts always add up exactly to what you earned. Your dashboard shows what is available, what awaits delivery confirmation, what is on hold, what is being paid out, what has been paid, and anything you owe us. The smallest withdrawal is K500. Immediately the buyers payment is confirmed. We pay withdrawals to your mobile money number, either by hand or through our payment provider: an administrator approves each one and we record the payment reference, date and status. Large payouts may be sent in more than one transfer. New vendors, and vendors without a delivery history, may have a cap on what they can hold in requested payouts.

You must honour ZedVault's minimum refund, returns and warranty rules for your buyers, set out in the Terms of Use and Policies, and any additional terms you offer on your listings, which can add to but not remove a buyer's rights. A dispute normally concerns one item, not the whole order. We run the customer-facing case, review the evidence (the listing, our quality and packaging records, delivery records and what the buyer and you send), decide who is responsible and the remedy, and coordinate the refund or replacement. When an item is refunded because of a problem with the item, the refund comes from your earnings on that item. Where you are at fault you also bear the cost of returning it. You must give us a prompt, honest reply to a dispute and keep the evidence you have.

If a refund or other amount you owe us is more than the money in your balance, we take what is available and record the rest as a debt, separately from your balance. Your spendable balance never goes below zero. We set the debt off against your future earnings, and may also recover it by other lawful means, including asking you to repay it directly. If a debt is still unpaid 30 days after it arose, your withdrawals stop until it is settled and we may move you to a lower level. Because every level is paid when the buyer pays, we may pay a buyer's refund first and recover it from you afterwards. We do not keep your money as a penalty: amounts we retain, refund or offset are only what this Agreement and the law allow, and we record the reason.

We may freeze the amount tied to a disputed item, and where the risk or a serious breach justifies it, a wider amount. A freeze is a risk control, not forfeiture: it is released, or used for a refund or set-off, by a recorded decision. If we suspend your shop we normally hold the money linked to orders still in progress. We may suspend or end your account for serious breaches, including supplying counterfeit goods, repeated failure to supply, fraud, or repeated failed quality checks. Ending this Agreement does not end amounts you already owe us or our duty to complete orders in progress.

Treat buyers, drivers and ZedVault staff with respect. Do not contact a buyer to take a sale off the platform, do not share your contact details with buyers, do not ask buyers for payments outside ZedVault, do not post fake reviews or ask friends to, do not mislead buyers about stock, origin or condition, and do not misuse a delivery or collection code. Repeated or serious breaches can lead to suspension.

We keep the records we need to resolve disputes and to explain any financial adjustment or administrative decision: orders, listings, photos and videos, quality and packaging records, use of delivery codes, financial entries and an audit trail of who did what and why. You agree we may keep and use them for that purpose for the period we state in our Privacy Policy, and that you will help us when we ask.

You are responsible for your own taxes and licences, including income tax and any VAT or turnover tax on your sales. ZedVault does not withhold or pay them for you unless the law requires it. We will take advice on how our markup, discounts, delivery charges and refunds are invoiced and will tell you if the arrangements change.

You promise you own or may use the product names, photos and text you upload, and you confirm it for photos each time you add them. You give ZedVault a licence to show and promote them on the marketplace, in search results and in our marketing. You agree to compensate ZedVault for loss it suffers because the goods you supply are counterfeit, infringe a third party's rights or are not what you described.

You will use buyers' personal data only to fulfil their order and will not share or keep it for anything else. We handle your data as set out in our Privacy Policy.

To the extent the law allows, ZedVault is not liable to you for lost profit or indirect loss, and its total liability for a claim is limited to the markup it received on the order concerned. Nothing limits liability that cannot lawfully be limited. Neither of us is responsible for a delay caused by events outside our reasonable control.

We may update this Agreement. Material changes need you to accept the new version before you continue selling; orders already placed keep the terms they were placed under. We will send notices to the email on your account and show them in your dashboard. If part of this Agreement is found to be unenforceable, the rest still applies. If we disagree, we will first try to settle it between us in good faith, and then either of us may go to the courts of Lusaka, Zambia. This Agreement is governed by the laws of Zambia.

Allowed at launch: Bags and accessories, Beauty and care, Electronics, Fashion, Home and living, Jewellery and watches, Kids and baby, Phones and tablets, Shoes, Sports and outdoors.

Restricted (extra documents and product approval needed): none at present.

Not allowed at launch, in any category: food, medicine and illegal goods. Other categories we do not allow: none at present.

Checked one by one, in any category: items you source after the order, and goods you supply under a brand's authorisation. We tell you what proof to send for each.