Terms of Service

Part A — Terms that apply to all users

The following sections apply to everyone who uses the Platform, whether as a Customer, a Vendor, or otherwise.

1. About the Platform and our role

1.1 What the Platform does. The Platform is an online marketplace designed to connect Customers in the UK with UK-based Vendors of African descent or with African cultural expertise, whose services, skills and knowledge are valued by those Customers. Through the Platform, Vendors can advertise and offer their services ("Vendor Services"), while Customers can discover, book and pay for those services. We facilitate the connection, the booking process and the handling of payments, but the contract for each Vendor Service is between the Customer and the relevant Vendor.

1.2 We are an intermediary only. Except where these Terms expressly say otherwise, we act only as an intermediary and we are not a party to any contract for Vendor Services formed between a Customer and a Vendor (a "Booking Contract"). In particular:

• we do not provide the Vendor Services, and we do not endorse, guarantee or assume responsibility for any Vendor, Customer, listing, Vendor Service or content on the Platform;
• we are not responsible for the performance, quality, timing, legality or suitability of any Vendor Service, or for any Vendor's or Customer's conduct, acts or omissions; and
• any dispute about a Vendor Service is primarily between the Customer and the Vendor, subject to the dispute and refund provisions in these Terms.

1.3 Verification is limited. While we carry out identity and onboarding checks on Vendors (see the clause dealing with Vendor verification), we do not guarantee the identity, qualifications, licensing, insurance or trustworthiness of any user. You are responsible for making your own assessment before entering into any Booking Contract.

2. Eligibility and accounts

2.1 Eligibility. To use the Platform you must:

• be at least 18 years old and able to form a legally binding contract;
• if you register on behalf of a business or other organisation, have authority to bind that entity, in which case you and that entity are jointly and severally bound by these Terms; and
• comply with these Terms and all applicable laws when using the Platform.

2.2 Registering an account. You must create an account to book or offer Vendor Services. You agree to provide accurate, current and complete information when registering and to keep it up to date. We may refuse, suspend or cancel any account at our discretion, acting reasonably, including where we suspect a breach of these Terms or fraudulent, unlawful or harmful activity.

2.3 Account security and two-factor authentication. You are responsible for keeping your login details secure and for all activity that occurs under your account. We may require two-factor authentication for certain accounts or actions. You must notify us promptly at contact@afrivendor.com if you become aware of any unauthorised access to or use of your account.

3. Payments and our payment processor

3.1 Stripe and Stripe Connect. We use Stripe, including Stripe Connect, to process payments and disbursements on the Platform ("Payment Processor"). By using the Platform you also agree to be bound by the Stripe Connected Account Agreement and Stripe's other applicable terms found at https://stripe.com/gb/legal/connect-account, as amended from time to time. We are not responsible for the acts or omissions of the Payment Processor.

3.2 How funds are held and released. Payment for a Booking Contract is collected from the Customer via the Payment Processor. Depending on the Vendor Service and the arrangement offered, one of two payment models applies:

(a) Standard bookings: the Customer pays 100% of the price at the time of booking. We hold those funds until the Customer confirms the Vendor Service has been delivered (or a stated confirmation or inspection period passes without a valid dispute), at which point we release the funds to the Vendor, less our Commission and any applicable fees.

(b) Staged bookings (offered at the Vendor's election for larger or advance-notice jobs, and only where the total booking price is at least £100) the price is collected in instalments as follows:

1. 1.an initial 50% instalment is charged when the quote is accepted. Our Commission of 10% is deducted and is non-refundable in all circumstances. The remaining 40% (of the total price) is credited to the Vendor's Platform wallet immediately, but the Vendor may not withdraw it to a bank account for 48 hours after payment. During that 48-hour window the Customer may cancel and receive a full refund of the 40% (the 10% Commission remaining non-refundable). After the 48-hour window the 50% instalment is non-refundable, subject to the refund, cancellation and dispute provisions and the Customer's non-excludable statutory rights;
2. 2.the remaining 50% of the total price is charged in two further instalments: one due two months before the event or service date, and one due one month before the event or service date. The proportion charged at each of these two instalments will be determined by us, acting reasonably, and will fall within a range of 30%/20% to 25%/25% of the total price. The applicable split will be confirmed to the Customer at the time the quote is accepted or the booking is confirmed. These two instalments are held by us and released to the Vendor (less Commission and fees) once the Vendor Service is confirmed delivered or otherwise treated as completed under these Terms.

Where a staged booking is made close to the event date, the instalments referred to above are combined and collected as a single or reduced schedule so that no instalment is charged too early or too late, with the initial 50% instalment remaining non-refundable on acceptance as set out above.

3.3 Fees, taxes and currency. All amounts are stated in pounds sterling (GBP) and, unless stated otherwise, are inclusive of applicable taxes. Each user is responsible for their own tax obligations arising from their use of the Platform. Payment Processor fees may apply and, where relevant, will be disclosed before a transaction is completed.

4. Acceptable use

You must not, and must not permit any other person to:

• use the Platform for any unlawful, fraudulent, misleading or harmful purpose, or in breach of any applicable law;
• post, list or transmit content that is false, defamatory, obscene, infringing, discriminatory or otherwise objectionable;
• circumvent, or attempt to circumvent, the Platform's booking or payment processes, including by soliciting or accepting payment off-Platform to avoid our Commission;
• impersonate any person, misrepresent your identity or affiliation, or create accounts by automated means;
• introduce any malware, or interfere with, damage, probe or disrupt the Platform, its servers or networks; or
• scrape, harvest or collect data from the Platform, or reverse engineer any part of it, except to the extent permitted by law.

5. User content

5.1 Your responsibility for content. You retain ownership of the content you submit to the Platform, including listings, reviews, images and messages ("User Content"). You are solely responsible for your User Content and warrant that you have all rights necessary to submit it and that it does not infringe any third party rights or breach any law.

5.2 Licence to us. You grant us a non-exclusive, royalty-free, worldwide, sub-licensable licence to host, store, reproduce, adapt, publish and display your User Content for the purposes of operating, promoting and improving the Platform. We may remove or moderate any User Content that we reasonably consider breaches these Terms.

6. Intellectual property

All intellectual property rights in the Platform (including its software, design, text, graphics and the AFRIVENDOR name and logos) are owned by or licensed to us. We grant you a limited, non-exclusive, non-transferable, revocable licence to access and use the Platform for its intended purpose in accordance with these Terms. You must not use our branding without our prior written consent.

7. Data protection and privacy

We process personal data in accordance with the UK General Data Protection Regulation and the Data Protection Act 2018, as described in our Privacy Policy available at https://www.afrivendor.com/privacy-policy Where we and a Vendor separately determine the purposes and means of processing Customer personal data, each acts as an independent controller and must comply with applicable data protection laws. Vendors must only use Customer personal data obtained through the Platform for the purpose of delivering the relevant Vendor Service.

8. Availability, disclaimers and consumer rights

8.1 Availability. We aim to keep the Platform available but do not guarantee it will be uninterrupted, error-free or secure. We may modify, suspend or discontinue any part of the Platform, including during beta or development phases, without liability, and features (including any user wallet functionality, if offered) may change over time.

8.2 Disclaimer. To the extent permitted by law, the Platform is provided on an "as is" and "as available" basis and we exclude all implied terms, warranties and conditions in relation to it. Nothing in this clause limits any right or remedy available to a Customer as a consumer that cannot lawfully be excluded.

9. Liability

9.1 Rights that cannot be excluded. Nothing in these Terms limits or excludes our liability for death or personal injury caused by our negligence, for fraud or fraudulent misrepresentation, or for any other liability that cannot lawfully be limited or excluded, including a consumer's non-excludable rights under the Consumer Rights Act 2015.

9.2 Exclusions and cap. Subject to the clause above:

• we are not liable for the acts or omissions of any Vendor, Customer or third party, or for any Vendor Service, Booking Contract or off-Platform arrangement;
• we are not liable for any indirect or consequential loss, or for loss of profit, revenue, goodwill, data or anticipated savings; and
• our total aggregate liability to you arising out of or in connection with these Terms and your use of the Platform is limited to the greater of the total fees and Commission we retained from transactions involving you in the 12 months before the event giving rise to the claim.

10. Indemnity

You agree to indemnify us against all losses, liabilities, costs and expenses (including reasonable legal costs) we reasonably incur arising out of or in connection with your breach of these Terms, your User Content, your Vendor Services (if you are a Vendor), or your unlawful or negligent use of the Platform. This clause does not apply to a Customer acting as a consumer except to the extent the loss was caused by that Customer's own breach, fraud or unlawful conduct.

11. Suspension and termination

11.1 Termination by you. You may stop using the Platform and close your account at any time, subject to completing or resolving any active Booking Contracts and any pending payments.

11.2 Suspension and termination by us. We may suspend or terminate your access to the Platform, or remove any content or listing, immediately where we reasonably consider that you have breached these Terms, or where required to protect the Platform, other users or us. Where the breach is capable of remedy and it is reasonable to do so, we will give you notice and a period of 7 days to remedy it before terminating.

11.3 Effect of termination. On termination, your right to use the Platform ends, but any accrued rights and obligations (including payment obligations and any provisions intended to survive) continue. We will process outstanding payments in accordance with these Terms and the Payment Processor's terms.

Part B — Additional terms for Customers

The following sections apply in addition to Part A if you use the Platform as a Customer.

12. Booking Vendor Services

12.1 Placing a booking. When you request a booking and it is accepted, or is treated as accepted under the Platform's booking flow, a Booking Contract is formed between you and the Vendor on the terms set out in the listing, as supplemented by these Terms. You must review the listing, price, payment terms and any Vendor-specific terms before booking.

12.2 Payment. Payment is taken through the Payment Processor in accordance with the payment terms shown at the time of booking. For some Vendor Services, particularly higher-value services or services booked in advance, the Vendor may require payment by staged instalments. Where staged instalments apply, unless the listing or booking flow states otherwise:

• 50% of the booking price is payable immediately when the booking or quote is accepted. This amount is non-refundable, except where you have a non-excludable statutory right to a refund or the Vendor fails to deliver the Vendor Service. This amount is released to the Vendor shortly after acceptance, less any commission or fees payable to us; and
• the remaining 50% of the booking price is payable in two further instalments — one 2 months before the event or service date, and one 1 month before the event or service date. The proportion payable at each of these instalments will be within a range of 30%/20% to 25%/25% of the total price, as determined by us and confirmed to you at the time your quote is accepted or your booking is confirmed. These amounts are held via the Payment Processor until the Vendor Service is confirmed as completed, or until any confirmation or inspection period stated on the Platform has passed without a valid dispute being raised.

If a booking is made close to the event or service date, any instalments that would otherwise have fallen due before the booking is accepted, or too soon after acceptance to be practically collected, may be combined and charged at the time of booking or on another date shown in the booking flow. This is to ensure that payment is not charged too early or too late having regard to the timing of the booking.

12.3 Release of funds. Subject to clause 12.2(a), funds held via the Payment Processor are released to the Vendor after the Vendor Service is delivered, or after the confirmation and inspection period of 48 hours from delivery has passed without a valid dispute being raised. Within that 48-hour period the Customer may confirm satisfaction (in which case held funds release to the Vendor) or take no action (in which case held funds auto-release to the Vendor at the end of the period). If the Customer has an issue, the Customer must first attempt to resolve it directly with the Vendor via in-app chat and, if unresolved, may escalate it to us for formal dispute resolution.

13. Cancellations and refunds (Customers)

13.1 Your statutory rights. By proceeding with a staged booking, you acknowledge and agree that we will begin sourcing materials and incurring costs on your behalf immediately upon acceptance of your quote, and that your right to cancel under the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 may be affected accordingly, as set out in the Cancellations and Refunds clause above. This acknowledgment is provided by clear notice displayed at checkout and/or by ticking a separate checkbox at checkout, as required by applicable law. Nothing in these Terms affects your statutory rights as a consumer under the Consumer Rights Act 2015 or the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013. Where those rights apply, they prevail over any conflicting provision in these Terms or in a Vendor's cancellation policy.

13.2 Vendor cancellation policies. Each Vendor may set a cancellation policy in its listing, including for wedding, event or other advance-notice services where deposits, committed costs and lead times may apply. Subject to your statutory rights, refunds on cancellation are governed by the applicable Vendor cancellation policy shown at the time of booking, as supplemented by our Refund and Cancellation Policy. Where you cancel a staged booking:

• Within 48 hours of paying the initial 50% instalment, you may cancel and receive a full refund of the 40% of the total price credited to the Vendor's Platform wallet. Our 10% Commission is retained and is non-refundable in all circumstances. After that 48-hour window has passed, the 50% instalment is non-refundable, except where you have a non-excludable statutory right to a refund or the Vendor fails to deliver the Vendor Service;
• where you cancel before the Vendor Service has been delivered, any instalment paid under the clause dealing with Payment that we still hold at the time of cancellation will be refunded to you in full, automatically and without the need to raise a dispute;
• where the Vendor Service has been delivered and you are dissatisfied with it, no automatic refund applies to instalments already released or due to be released. The matter is instead handled under the clause dealing with disputes; and
• any instalment that has not yet become due will not be charged, unless the applicable Vendor cancellation policy or our Refund and Cancellation Policy provides otherwise and this is permitted by law.

Where your statutory rights apply, they prevail over any conflicting provision in a Vendor's cancellation policy, our Refund and Cancellation Policy or these Terms.

13.3 Refunds where services are not delivered. If a Vendor fails to deliver a Vendor Service, or delivers it materially defectively, you may raise a dispute under the clause dealing with disputes. Where a refund is due, we will facilitate it via the Payment Processor from any funds we still hold. Where funds, including any non-refundable 50% instalment on a staged booking, have already been released to the Vendor, our obligation is limited to facilitating a refund of funds still held and taking reasonable steps to recover released amounts from the Vendor. We do not guarantee recovery of amounts already released to the Vendor, and any shortfall is a matter between you and the Vendor. Nothing in this clause limits your non-excludable rights as a consumer under the Consumer Rights Act 2015 or the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013.

13.4 Non-payment of later instalments. If you fail to pay the instalment due 2 months or 1 month before the event or service date (as applicable) within 5 days of the due date, and in any event no later than 30 days before the event or service date, we may treat the Booking Contract as cancelled by you. Where this happens, the cancellation and refund provisions of this clause 13 apply as if you had cancelled on the date the unpaid instalment fell due, and the Vendor may decline to proceed with the Vendor Service.

14. Customer obligations

As a Customer you must:

• provide accurate booking information and any details reasonably required for the Vendor to deliver the Vendor Service;
• deal with Vendors honestly and in good faith, and not seek to transact off-Platform to avoid our Commission; and
• raise any concern about a Vendor Service promptly and within any confirmation or dispute window stated on the Platform.

Part C — Additional terms for Vendors

The following sections apply in addition to Part A if you use the Platform as a Vendor.

15. Vendor verification and onboarding

15.1 Verification and KYC. Before you can offer Vendor Services or receive payments, you must complete our onboarding and the Payment Processor's know-your-customer (KYC) and account verification processes via Stripe Connect. You must provide accurate identity and business information, which may include:

• if you are a sole trader or individual business owner, your identity documents (such as a passport or ID card) and contact details;
• if you are a company or other entity, your registration or incorporation number and details of authorised representatives; and
• any further information reasonably required by us or the Payment Processor to satisfy verification, anti-money-laundering and fraud-prevention obligations.

15.2 Vendors based outside the United Kingdom. We may accept Vendors based outside the United Kingdom. If you are such a Vendor, you must ensure that you are legally entitled to provide the Vendor Services to Customers in the United Kingdom and that you comply with all applicable laws in your jurisdiction and in the United Kingdom, including in relation to consumer protection, tax and data protection.

15.3 Insurance and licences. You are responsible for holding all licences, permits, registrations and insurances necessary to provide your Vendor Services. We may require evidence of appropriate insurance and may suspend your listings until it is provided.

16. Listings and service delivery

16.1 Listings. You are responsible for the accuracy of your listings, pricing and cancellation policy. Listings must not be false, misleading or deceptive, and you must honour the price and terms shown to the Customer at the time of booking.

16.2 Delivering Vendor Services. You must deliver each Vendor Service with reasonable care and skill, in accordance with the listing, any Booking Contract and applicable law, and within any agreed timeframe. You are solely responsible for the performance of your Vendor Services and for any Booking Contract you enter into.

16.3 Fixed and non-fixed arrangements. During the Platform's beta phase, we may offer both fixed-price and non-fixed (quote-based) service arrangements. We may change, add to or remove these arrangements and related Platform features, and any such change applies to bookings made after the change takes effect.

17. Commission and payment to Vendors

17.1 Our Commission. In consideration for the Platform, we charge a commission of 10% on the value of each completed Booking Contract ("Commission"), together with any applicable Payment Processor fees. We may vary the Commission by giving you at least 30 days' notice, and the change applies to bookings made after the notice period.

17.2 Release of funds. Subject to the refund, cancellation and dispute provisions in these Terms, we will arrange release to you (via the Payment Processor) of the amount payable for a Vendor Service, less the Commission and applicable fees, after the Vendor Service has been delivered or is otherwise treated as completed under these Terms. Payout of released funds to your bank account is managed by Stripe. Your first payout is typically made within 7–14 days of your first payment on the Platform, as part of Stripe's standard risk review for new accounts; subsequent payouts are typically made within 4 days, subject to Stripe's standard processing.

18. Vendor cancellations and refunds

If you cancel a Booking Contract, or fail to deliver a Vendor Service or deliver it materially defectively, we may, acting reasonably, refund the Customer from the held funds and recover any amount already released to you. As a condition of using the Platform, you agree to repay to us on demand any amount we are required to refund a Customer that has already been released to you, and you authorise us to set off and deduct that amount (together with any related fees and chargebacks) from your Platform wallet balance and from any current or future payouts or earnings due to you on the Platform. This right of set-off and recovery survives closure of your account. You must maintain a clear cancellation policy and honour any refunds required under it or under the Customer's statutory rights.

Part D — 19. Disputes between Vendors and Customers

19.1 Raising a dispute. If a Customer and a Vendor disagree about a Vendor Service or a Booking Contract, either may raise a dispute through the Platform within any window stated on the Platform. The parties must first attempt to resolve the dispute directly and in good faith.

19.2 Our role in disputes. Where funds are still held via the Payment Processor, we may (but are not obliged to) assist in resolving the dispute, including by pausing the release of funds, requesting information and evidence from each party, and making a reasonable determination as to whether funds should be released to the Vendor, refunded to the Customer, or apportioned. Where a dispute is escalated to us, we will make first contact with both parties within 48 hours of escalation. We do not commit to a fixed timeframe for resolving a dispute, as the time required varies with the complexity of each matter. Any determination we make is a decision about the handling of held funds only and does not decide the parties' legal rights against each other. Amounts already released to a Vendor (including any non-refundable 50% instalment on a staged booking) are generally not subject to the freeze or apportionment described above, and our determination relates only to funds we still hold at the time the dispute is raised.

19.3 Chargebacks. If a Customer initiates a chargeback with their card issuer, the Payment Processor's chargeback process applies. Vendors are responsible for chargebacks relating to their Vendor Services, and we may recover related amounts and fees from the Vendor.

19.4 Compassionate circumstances and events outside a party's control. Where a Customer or a Vendor is prevented from proceeding with a Booking Contract by an event outside their reasonable control (including bereavement, serious illness, or another comparable emergency), we may, acting reasonably and taking into account the Vendor's committed costs and the stage of the Booking Contract, vary the standard cancellation and refund outcome that would otherwise apply. This clause does not create any automatic right to a refund and does not affect either party's non-excludable statutory rights.

20. General

20.1 Changes to these Terms. We may update these Terms from time to time by posting the revised version on the Platform. Changes take effect when posted, or on any later date stated. Your continued use of the Platform after a change constitutes acceptance of the revised Terms. If you do not agree, you must stop using the Platform.

20.2 Notices. We may give you notices by email to the address associated with your account or by posting them on the Platform. You may contact us at contact@afrivendor.com.

20.3 Assignment. You may not assign or transfer your rights or obligations under these Terms without our prior written consent. We may assign or transfer our rights and obligations, provided this does not adversely affect your rights.

20.4 Entire agreement and severance. These Terms (together with any policies referred to in them) are the entire agreement between you and us in relation to the Platform. If any provision is found to be invalid or unenforceable, it is to be read down or severed to the minimum extent necessary, and the remaining provisions continue in full force.

20.5 Third party rights. A person who is not a party to these Terms has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its provisions.

20.6 Governing law and jurisdiction. These Terms and any dispute or claim arising out of or in connection with them are governed by the laws of England and Wales, and the parties submit to the exclusive jurisdiction of the courts of England and Wales. This does not deprive a Customer who is a consumer of the protection of any mandatory law of their place of residence.

21. Definitions

• Booking Contract — the contract for a Vendor Service formed between a Customer and a Vendor through the Platform.
• Commission — the commission payable to us on each completed Booking Contract, as set out in the clause dealing with Commission and payment to Vendors.
• Customer — a user who books or pays for Vendor Services through the Platform.
• Payment Processor — Stripe, including Stripe Connect, and any other payment service provider we use to process payments and disbursements.
• Platform — the AFRIVENDOR online marketplace at www.afrivendor.com and any related applications, websites and services operated by us.
• Privacy Policy — our privacy policy available on the Platform, as amended from time to time.
• Terms — these Marketplace Terms and Conditions, as amended from time to time.
• User Content — any content you submit to or through the Platform, including listings, reviews, images, messages and other materials.
• Vendor — a user who lists, offers or provides Vendor Services through the Platform.
• Vendor Service — a service listed, offered or provided by a Vendor through the Platform.
• we, us or our — AFRIVENDOR, the operator of the Platform.
• you or your — any person who accesses or uses the Platform, whether as a Customer, a Vendor or otherwise.

Contact us

Questions about these Terms can be sent to contact@afrivendor.com or to AFRIVENDOR, 31 Nash Square, Birmingham, England, B42 2EX.