Vendor Agreement

1. Parties and structure

1.1 Boredom

BOREDOM TECHNOLOGIES NIGERIA LIMITED, a company incorporated in the Federal Republic of Nigeria under registration number RC 9476822, whose registered office is at 22a Ogbunike Street, Lekki Phase 1, Lagos, Nigeria ("Boredom", "we", "us", "our").

1.2 The Vendor

The business that has registered for and holds a Boredom vendor account ("Vendor", "you", "your").

Your identity, registered details, trading address and authorised representative are those recorded in your Boredom vendor account at the time of acceptance. Those recorded details form part of this Agreement as though set out here in full, and you warrant under §4.1 that they are accurate and will be kept so.

1.3 Group structure

Boredom Technologies Nigeria Limited is a subsidiary of Boredom Ltd, a company incorporated in England and Wales under company number 16548048, which acts as a holding company. Boredom Ltd is not a party to this Agreement and you have no contractual claim against it under this Agreement.

1.4 What this Agreement covers

This Agreement governs your use of the Boredom vendor dashboard as a business, and your listing on the Platform. It incorporates by reference:

• the Data Processing Agreement — how you must handle customer personal data;
• the Payment Terms — fees, payouts and settlement;
• the Privacy Policy and Terms & Conditions.

Each incorporated document forms part of this Agreement and is accepted by you at the same time and in the same way (§14).

1.5 Order of precedence

Where there is any conflict or inconsistency, the following order applies, the earlier prevailing over the later:

1. the Data Processing Agreement (on data protection matters);
2. this Vendor Agreement;
3. the Payment Terms;
4. the Terms & Conditions and the Privacy Policy.

2. Eligibility and authority

2.1 You must be a lawfully constituted business operating in the Federal Republic of Nigeria, and the individual registering must be authorised to bind that business.

2.2 You must hold all licences, permits and registrations required to operate your venue and serve your products — including, where applicable, food handling, liquor and premises licences. You must maintain them for the duration of this Agreement.

2.3 You confirm you are not disqualified from trading under Nigerian law.

3. Registration and verification

3.1 Application. Registration is completed through the onboarding flow. Your account status moves from incomplete → pending when you submit.

3.2 Review. We review applications and aim to respond within 48 hours. Approval is at our discretion. We may approve, reject, or ask for more information.

3.3 Verification documents. You must supply accurate identity and business verification documents. Submitting false or altered documents is a material breach and will result in immediate termination.

3.4 Keeping details current. You must keep your business profile, contact details, opening hours and menu accurate. Out-of-date pricing or availability is a common source of customer disputes and repeated inaccuracy may affect your standing under §7.

4. Your commitments

4.1 Accurate information. Everything you submit is true to the best of your knowledge. We may pause your account if a document turns out to be falsified.

4.2 Responsiveness. You will respond to customer and Boredom messages within 24 hours.

4.3 Honouring bookings. You will honour confirmed bookings and orders. Repeated cancellations may affect your ranking and visibility on the Platform.

4.4 Service standards. You will serve Platform customers to the same standard as your walk-in customers, and will not apply different pricing, quality or treatment because a booking came through Boredom.

4.5 Safety. You will cooperate with the Platform's safety features, including responding promptly to any safety or panic incident raised at your venue, and will comply with our reasonable instructions in a safety matter.

4.6 Legal compliance. You will comply with all applicable Nigerian law, including the Federal Competition and Consumer Protection Act 2018 (FCCPA), food safety law, employment law, and the Data Protection Laws.

4.7 No discrimination. You will not refuse service or discriminate on any ground protected by Nigerian law.

5. Customer data

5.1 Your handling of customer personal data is governed entirely by the Data Processing Agreement, which forms part of this Agreement.

5.2 In particular, and without limiting that agreement: you may not use customer contact details obtained through the Platform for your own marketing. This is a material term. Breach may result in immediate suspension under §10.

6. Team accounts

6.1 You may create team sub-accounts for your staff, up to the limit shown in your dashboard (currently 5 active members per business, including the owner).

6.2 You are fully responsible for everything done under any sub-account of your business, as if you had done it yourself.

6.3 You must assign the least-privileged role sufficient for each person's job, brief them on their data protection obligations before granting access, and remove their access within 24 hours of them leaving or changing role.

6.4 Sub-account holders must not share credentials. Each person must have their own account.

6.5 See DPA §4.5 and Annex B Part 3 for the full obligations and for which roles expose customer personal data.

7. Listings, ranking and content

7.1 Your content. You retain ownership of your menu content, images and business description. You grant Boredom a non-exclusive, royalty-free, worldwide licence to host, display, reproduce and promote that content on the Platform and in Platform marketing for the duration of this Agreement.

7.2 Your representations. You confirm you own or are licensed to use all content you upload, and that it does not infringe any third party's rights.

7.3 Ranking. Placement and visibility on the Platform are determined by factors including customer ratings, responsiveness, cancellation rate, completeness of your profile, and proximity to the user. We do not guarantee any level of visibility, bookings or revenue.

7.4 Reviews. Customers may review your business. We do not remove reviews merely because they are unfavourable. We will remove reviews that breach our content rules. You may publicly reply to reviews; replies must be professional and must not disclose customer personal data.

7.5 Moderation. We may remove or edit any listing content that is inaccurate, unlawful, or breaches our content rules.

8. Orders, cancellations and refunds

8.1 Orders and payments are governed by the Payment Terms.

8.2 Customers may cancel and receive a full refund where the meetup is 2 or more hours away. Cancellations inside that window are not automatically refundable.

8.3 Where you cancel or cannot fulfil a confirmed order, the customer is refunded in full and the cost is borne by you in accordance with the Payment Terms.

8.4 You will handle disputes in good faith. Where a dispute cannot be resolved between you and the customer, Boredom may make a provisional determination for the purposes of Platform settlement, so that the customer and you are not left waiting on an unresolved balance.

A provisional determination is not final and does not decide the dispute. It settles only how funds are treated on the Platform in the meantime. It is made without prejudice to your rights, to the customer's rights, and to either party's right to pursue the matter — including before the Federal Competition and Consumer Protection Commission or a court of competent jurisdiction. Where a dispute is later resolved differently, Boredom will adjust the settlement accordingly.

9. Fees

Platform fees, commission and payout timing are set out in the Payment Terms. We may change fees on 30 days' written notice; you may terminate without penalty before the change takes effect.

10. Suspension and termination

10.1 By you. You may close your vendor account at any time from the dashboard or by contacting us. You must fulfil all confirmed bookings before closure takes effect.

10.2 By us — notice. We may terminate this Agreement on 30 days' written notice.

10.3 By us — immediate. We may suspend or terminate immediately where we reasonably believe you have:

• submitted falsified verification documents;
• breached the Data Processing Agreement, in particular the marketing restriction in DPA §4.2;
• created a safety risk to users;
• repeatedly failed to honour bookings;
• breached applicable law; or
• lost a licence required to operate.

10.4 Effect. On termination: your listing is removed; outstanding settlements are paid in accordance with the Payment Terms, net of any refunds or chargebacks; and your obligations under the Data Processing Agreement (including deletion under DPA §11) survive.

11. Liability

11.1 Boredom provides the Platform "as is". We do not guarantee any volume of bookings, revenue or visibility.

11.2 We are not a party to the contract between you and a customer for the supply of food, drink or services. You are solely responsible for what you serve, for your premises, and for the safety of people at your venue.

11.3 Cap on our liability. Boredom's total aggregate liability under this Agreement shall not exceed the total commission retained by, or paid to, Boredom in respect of your orders during the 12 months immediately preceding the event giving rise to the claim.

11.4 What cannot be limited. Nothing in this Agreement limits or excludes either party's liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for any other liability that cannot lawfully be limited or excluded under Nigerian law.

11.5 You will indemnify us against claims arising from your breach of this Agreement, your products or services, or your premises.

12. Changes

We may update this Agreement on 30 days' notice. Material changes will be notified by email and in the dashboard. Continued use after the effective date is acceptance. You may terminate without penalty before a material change takes effect.

13. General

13.1 Governing law. This Agreement and any dispute or claim arising out of or in connection with it (including non-contractual disputes) are governed by the laws of the Federal Republic of Nigeria, and the parties submit to the exclusive jurisdiction of the Nigerian courts. Your dealings with customers are governed by Nigerian law, including the FCCPA 2018.

13.2 Assignment. You may not assign this Agreement without our written consent. We may assign on notice, including in a restructuring.

13.3 Independent contractors. Nothing here creates a partnership, joint venture, employment or agency relationship between us.

13.4 Entire agreement. This Agreement, together with the documents it incorporates, is the entire agreement between us on its subject matter and supersedes all prior arrangements relating to it.

13.5 Severability. If any provision is held invalid, illegal or unenforceable, it shall be severed and the remainder continues in full force. The parties shall negotiate in good faith a replacement achieving, so far as lawful, the intended commercial result.

13.6 Waiver. No failure or delay in exercising a right is a waiver of it, and no single or partial exercise prevents further exercise.

13.7 Third parties. A person who is not a party to this Agreement has no right to enforce any of its terms.

13.8 Notices.

(a) Notices to Boredom go to hello@boredomhq.com, and for legal notices also to the registered office in §1.1.

(b) Notices to you go to the email address recorded in your vendor account, or are given through the vendor dashboard.

(c) A notice sent by email is deemed given at the time of transmission, or if sent after 17:00 on a Working Day or on a day that is not a Working Day, at 09:00 on the next Working Day. "Working Day" means a day other than a Saturday, Sunday or public holiday in the Federal Republic of Nigeria.

13.9 Counterparts. Where this Agreement is executed by signature, it may be executed in any number of counterparts, each of which is an original and all of which together constitute one agreement.

13.10 Contact. hello@boredomhq.com

14. Acceptance and execution

14.1 Acceptance through the Platform

You accept this Agreement, and it becomes binding on both parties, when an individual authorised to bind your business confirms acceptance through the Boredom vendor registration process or the vendor dashboard.

The parties agree that such acceptance:

(a) constitutes execution of this Agreement by you; (b) has the same legal effect as a manuscript signature; and (c) is intended by both parties to create legally binding relations.

Acceptance of this Agreement is simultaneously acceptance of each document it incorporates under §1.4.

14.2 Authority

The individual accepting warrants that they are duly authorised to bind your business. Boredom is entitled to rely on that warranty without further enquiry.

14.3 Record of acceptance

Boredom records, against your vendor account, the version of this Agreement and of each incorporated document that was accepted, the date and time of acceptance, and the identity of the accepting account. That record is admissible as evidence of acceptance and, in the absence of manifest error, is conclusive as to which version you accepted.

14.4 Execution by signature

You may instead request a countersigned copy. Where this Agreement is executed by signature, the following applies.

EXECUTED as an agreement.

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