Partner Agreement

Vendor Service Agreement

Version: 1.0 (9 June 2026) • Professional Distributors, Wholesalers, and Manufacturers

This Vendor Service Agreement ("Agreement") governs the relationship between Expiringsoon Ltd. ("the Company") and the entity registering as a seller on the Expiringsoon platform ("the Vendor"). By becoming a Vendor on the Platform, you agree to be bound by these Terms. If you do not agree, you must immediately cease use of the Platform.

1. Appointment & Platinum Recovery Standards

Marketplace Access: The Company grants the Vendor a non-exclusive license to list inventory on the Expiringsoon marketplace.
The Goldilocks Standard™: The Vendor strictly warrants that no product listed or sold shall have an expiry date within ten (10) days of the purchase date.
Merchant of Record: The Vendor acknowledges they are the legal Merchant of Record for all transactions. Title to the goods remains with the Vendor until physical delivery or pickup by the Buyer.

2. Vendor Obligations & Product Integrity

Authenticity Guarantee

The Vendor warrants that all products are 100% authentic, original, and sourced through legal distribution channels. Counterfeit or "grey market" goods are strictly prohibited.

Physical Audits

The Vendor agrees to allow the Expiringsoon Field Force access to their warehouse or storage facilities for the purpose of physical inventory verification and safety audits.

Listing Accuracy

The Vendor is responsible for the accuracy of SKU descriptions, batch numbers, and high-resolution imagery.

3. Commission, Fees & Payments

Platform Commission: The Company shall deduct a transaction fee (Commission) from each successful sale. The standard rate is a defined percentage (%) and/or fixed rate, subject to the Vendor’s Tier (Standard, Premium, or Platinum).
Payment Cycle: The Company shall release net proceeds (Gross Sale - Commission) to the Vendor’s designated account within [7] business days after the fulfillment window closes, provided no dispute is raised.
Escrow Protection: All Buyer payments are held in a secure Escrow account managed by the Company until the transaction is verified.

4. Fulfillment & Logistics

4.1 The 72-Hour Rule

The Vendor must ensure that items are ready for pickup or dispatch within 24 hours for delivery within 72 hours of an order being placed.

4.2 Vault or Pickup Points

If the Vendor is acting as a "Local Pickup" location, they must maintain a clean, safe, and professional environment for Buyers to collect their purchases.

4.3 Logistics Costs

Unless otherwise agreed, the costs of local shipment are borne by the Buyer, but the Vendor is responsible for secure packaging to prevent transit damage.

5. Returns & Dispute Resolution

5.1 Vendor Liability

If a product is returned due to a violation of the Goldilocks Standard, authenticity issues, or physical damage prior to handover, the Vendor shall be liable for the full refund amount plus a Processing Penalty.

5.2 Finality

All order sales are final. The Company will act as the final arbiter in all Buyer-Vendor disputes.

6. Data & Intellectual Property

6.1 Customer Data Safeguards: The Vendor shall not "scrape" or use Buyer data for any purpose outside of the fulfillment of orders placed via Expiringsoon. Direct marketing to Buyers outside the platform is a material breach of this Agreement.
6.2 Brand License: The Vendor grants the Company a license to use the Vendor’s trademarks and product imagery for the purpose of marketing product offers and "Recovery Alerts."

7. Indemnification

Hold Harmless Clause

The Vendor shall indemnify and hold Expiringsoon Ltd. harmless against all claims, damages, and regulatory fines (including FDA, NAFDAC or SON and other penalties) arising from product defects, mislabeling, or expired goods.