GT ESSENTIALS – VENDOR PARTNERSHIP TERMS & CONDITIONS

(For Beauty Vendors, Salons, Barbers, Nail Technicians, and Beauty Product Shops)

DEFINITIONS AND INTERPRETATIONS

In this Agreement, the following words and expressions shall have the meanings stated below unless the context otherwise requires:

“Affiliate” means any entity or person that directly or indirectly controls, is controlled by, or is under common control with a Party.

“Business Day” means Monday to Friday, excluding public holidays declared by the Federal Government of Nigeria.

“Confidential Information” means all proprietary, sensitive, or confidential information of either Party, whether written or oral, disclosed before or after the Effective Date, relating to business operations, financials, customer data, product details, pricing, strategies, or any non-public information.

“Effective Date” means the date the Vendor signs up on the GT Essentials Platform and agrees to these terms.

“Force Majeure” means any event beyond the reasonable control of the Parties, including but not limited to natural disasters, war, riots, pandemics, strikes, fire, or governmental restrictions.

“Beauty Services/Products” means all beauty-related services or items offered by the Vendor on the Platform, including hair, nails, barbing, skincare, beauty accessories, and general beauty products.

“Vendor Content” means all materials provided by the Vendor including service descriptions, product images, branding materials, price lists, and promotional content displayed on the Platform.

“Vendor Marks” means all trademarks, trade names, brand names, logos, and other identifiers owned by the Vendor.

“Platform” means the GT Essentials website or mobile application used to connect vendors with customers.

“Transaction” means an order or booking placed by a customer for any service or product listed by the Vendor on the Platform.

“VAT” means Value Added Tax.

2. SERVICES PROVIDED BY GT ESSENTIALS

GT Essentials shall:

  1. Provide a digital marketplace for Vendors to showcase and sell their beauty services and products.

  2. Promote Vendor offerings through the Platform and GT Essentials marketing channels.

  3. Facilitate customer bookings, orders, and payments.

  4. Provide customer support relating to orders and Platform use.

  5. Maintain all licenses required to operate the Platform.

  6. Ensure compliance with applicable digital commerce and data protection regulations. 

3. OBLIGATIONS OF THE VENDOR

The Vendor agrees to:

  1. Provide accurate Vendor Content and Vendor Marks upon onboarding.

  2. Submit valid bank account details for settlements.

  3. Provide up-to-date pricing, availability, and service/product details within five (5) days of onboarding and within 24 hours of any change.

  4. Ensure all services, products, and beauty items comply with Nigerian regulatory standards.

  5. Not list or provide expired, counterfeit, unsafe, or prohibited products.

  6. Maintain a clean, hygienic, and professional environment for all services delivered.

  7. Prepare and package beauty products (where applicable) in clean and safe conditions.

  8. Maintain all necessary licenses required to operate their beauty business (e.g., salon permits where applicable).

  9. Authorize GT Essentials to use Vendor Marks and Vendor Content at no cost for marketing and promotional activities.

  10. Comply with all applicable laws, health standards, and safety guidelines.

4. COMMENCEMENT & DURATION

This Agreement begins on the Effective Date and remains in effect until terminated in accordance with these Terms.

5. AUTHORIZATION

The Vendor authorizes GT Essentials to market, display, facilitate bookings, and digital services relating to the Vendor’s offerings on the Platform.

6. FEES AND COMMISSION

  1. The Vendor shall pay GT Essentials a commission per Transaction based on the agreed Pricing Tier.(“Fee”). The Fee due to the GT Essentials shall be exclusive of VAT.

  2. Fees are exclusive of VAT.

  3. GT Essentials will charge VAT at 7.5% on all Fees. indicated in Clause 6.1 above and any Transaction processed through  the Platform.

  4. All customer payments shall be processed through GT Essentials.

  5. GT Essentials shall deduct its Fees at source and remit the balance to the Vendor.

  6. The Fee shall be effective for the Term of this Agreement and may be subject to review based on the mutual agreement of the Parties in writing. 

  7. Notwithstanding Clause 6.4 above, GT Essentials reserves the right to revise the Fees as may be necessary and shall notify the Vendor prior to implementation of the revised fee.

7. SETTLEMENT PROCESS

  1. GT Essentials shall maintain a record of all Vendor Transactions.

  2. Vendors may view their transactions in real-time via the Platform.

  3. Payments to Vendors shall be made on the next Business Day following each Transaction date, minus applicable Fees.

8. MUTUAL OBLIGATIONS

Both Parties agree to:

  1. Avoid any action that damages the Platform, customers, or the reputation of either Party.

  2. Correct any inaccurate information provided under this Agreement.

  3. Avoid circumventing the Platform or engaging in off-platform transactions intended to bypass Fees.

  4. Use shared information only for purposes related to this Agreement.

9. REPRESENTATIONS & WARRANTIES

Each Party represents that:

  1. It is duly authorized to enter this Agreement.

  2. Execution of this Agreement does not violate any existing laws or obligations.

  3. The Vendor warrants that all information provided is accurate and not misleading.

10. INDEMNITY

Each Party agrees to indemnify the other for any losses resulting from negligence, breach of the Agreement, misconduct, violations of representations or warranties, non-compliance with regulatory or safety standards, or claims of intellectual property infringement.

11. LIMITATION OF LIABILITY

Neither Party is liable for indirect, incidental, or consequential damages, such as loss of revenue, profits, or goodwill. However, this limitation does not apply to breaches of confidentiality, violations of intellectual property rights, fraud, gross negligence, willful misconduct, or breaches of law. GT Essentials’ maximum liability is capped at the Fees paid by the Vendor for the relevant disputed Transaction.

12. INTELLECTUAL PROPERTY

All intellectual property owned by a Party prior to this Agreement remains the sole property of that Party, and the Agreement does not transfer ownership of any intellectual property between the Parties.

13. CONFIDENTIALITY

Both Parties must maintain the confidentiality of all information received under the Agreement, only disclose it when legally required, and ensure that their employees and representatives uphold these obligations. Upon termination, confidential materials must be returned, except where retention is required by law.

14. DATA PROTECTION

  1. Both Parties shall comply with the Nigeria Data Protection Act (NDPA) 2023.

  2. GT Essentials’ privacy policy governs how personal data is collected and processed.

15. SUSPENSION OF SERVICE

GT Essentials reserves the right to suspend a Vendor’s access to the Platform if the Vendor engages in fraudulent activity, misuses Platform features, offers unsafe or prohibited products, or otherwise violates the Terms of the Agreement.

16. WAIVER

Any delay or failure by a Party to exercise a right, power, privilege, or remedy under the Agreement, whether fully or partially, does not diminish that right or remedy and cannot be interpreted as a waiver. All rights and remedies remain fully enforceable at any time.

17. SEVERABILITY

If any part of the Agreement is found to be invalid, unlawful, or unenforceable, that specific provision can be modified or removed without impacting the validity or enforceability of the remaining terms. The rest of the Agreement continues in full force and effect.

18. RELATIONSHIP OF PARTIES

This clause establishes that GT Essentials and the Vendor operate as independent contractors, meaning each Party conducts its business separately and is responsible for its own decisions, employees, finances, and liabilities. The Agreement does not create any partnership, joint venture, employment relationship, or agency authority. Neither Party can legally bind or act on behalf of the other unless expressly stated in writing.

19. NOTICES

Any notice required under this Agreement shall be in writing and may be delivered by hand or sent via electronic mail. For GT Essentials, notices shall be addressed to its registered business address or official support email. For the Vendor, notices shall be sent to the email address provided during onboarding.

A notice shall be deemed duly delivered:

  • upon physical delivery and acknowledgment by an authorized representative of the receiving Party, or

  • upon confirmation of successful transmission if sent by electronic mail.

20. FORCE MAJEURE

If the performance of this Agreement or any obligation under it is prevented, restricted or interfered with by reason of a Force Majeure event, the Party so affected shall be excused from performance to the extent of the prevention, restriction or interference. Nevertheless, the Party so affected shall use its best endeavors to avoid or remove the causes of non-performance.

Pursuant to Clause 20.1 above, the Party so delayed or prevented by the Force Majeure event shall promptly notify the other Party in writing of the existence of the Force Majeure event, the anticipated length of delay, the cause of the delay and a timetable by which any remedial measures will be implemented. If the Force Majeure event is not remedied within thirty (30) days, either Party may terminate this Agreement by providing a written notice thereof to the other Party. 

Upon completion of the Force Majeure event, the Party delayed or prevented by the Force Majeure event shall immediately resume the performance of its obligations under this Agreement.

21. GOVERNING LAW & DISPUTE RESOLUTION

This Agreement shall be governed and construed in accordance with the laws of the Federal Republic of Nigeria.

If a dispute or difference arises as to the validity, interpretation, effects or rights and obligations of the Parties under this Agreement, the Parties shall use their best endeavour to reach an amicable settlement of the dispute. 

If any such dispute is not settled between the Parties within fourteen (14) days, the Parties shall agree to submit such dispute to Mediation at the Lagos Multi Door Courthouse (LMDC) in accordance with the LMDC Laws 2007 as may be amended from time to time.

Nothing in this Agreement shall prevent either Party from seeking reliefs in a Court of competent jurisdiction.

22. TERMINATION

Either Party may terminate this Agreement by giving the other Party ten (10) days prior notice in writing of its intention to terminate this Agreement.

This Agreement may be terminated at any time by the mutual written agreement of the Parties.

Either Party may terminate this Agreement upon written notice where the other Party breaches any of the terms of this Agreement and in the case of breaches capable of remedy, does not remedy the breach within seven (7) days of receiving the notice to remedy. 

Either Party shall upon written notice terminate this Agreement in the event that the other Party shall enter into any liquidation, call any meeting of its creditors or shall have a receiver or receiver manager of all or any of its undertaking or assets appointed, or shall suffer the appointment or the presentation of a petition for the appointment of an administrator or shall be deemed to be unable to pay its debts.

The termination of this Agreement shall not affect any rights of the Parties which may have accrued prior to the termination date.

Effect of Termination- Upon the date of termination of this Agreement for whatever reason:

All rights and authorizations granted by a Party to the other Party under this Agreement shall rescind immediately.

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