White-label agreement

1. Parties and scope

This agreement is between [COMPANY] Ltd, RC [NUMBER] ("KudiVend") and the individual or business that opens a white-label storefront ("Tenant"). It applies alongside the Terms of use. If they conflict on a storefront matter, this agreement wins.

2. Who can open a store: individuals and businesses

There are two kinds of Tenant. Business registration is optional.

• Individuals (ID verified): the owner's identity is verified to KYC level 2 (government ID, selfie and proof of address), two-factor authentication is on and the first month is paid. Individuals run the Starter plan only, and their payouts are limited to a monthly payout limit, shown in your console, paid to a bank account in the owner's verified name.
• Businesses (CAC verified): in addition, the Tenant provides its CAC certificate, the BVN of at least one director and its TIN, and keeps them current ("KYB"). Once KudiVend approves them the Tenant may use the Pro plan with its own domain, and payouts are not subject to the monthly cap.
• A storefront goes live once its requirements are met; until then it shows as "Verification pending". An individual Tenant may add a registered business at any time. KudiVend may ask for more documents at any time.

3. Storefront, branding and domains

• Starter plan: the storefront runs on {slug}.stores.kudivend.com and shows a "Powered by KudiVend" footer.
• Pro plan (business Tenants with approved KYB only): the Tenant may connect its own domain. The Tenant must keep the DNS records KudiVend provides; KudiVend checks them daily and issues TLS certificates.
• Every storefront always shows "Payments processed by KudiVend" in its legal footer.
• OTP messages are always sent from the sender ID "KudiVend". Storefront emails use the Tenant's display name from [email protected].
• The Tenant must not use KudiVend's name or logo except as provided, or imply that its customers are dealing with a bank.

4. Pricing and markups

The Tenant sets markups per category or per plan, as a percentage or a flat amount. The selling price can never be below the Tenant owner's own reseller price; percentage markups round up to the nearest ₦10. KudiVend may change its cost prices at any time without notice; the Tenant's selling prices update accordingly where its markup rule requires.

5. Payments and customer wallets

• All customer funding goes through virtual accounts issued by KudiVend's payment partner. Customer wallet balances are held by KudiVend, not the Tenant.
• The Tenant must never instruct customers to pay into any other account, take payment outside the storefront, or collect PINs, OTPs or card details.
• Customers are subject to the same KYC levels, limits and refund rules as KudiVend retail customers.

6. Customer support

The Tenant handles first-line support for its customers and must answer them promptly. Tenant owners can see their customers' tickets in the console. KudiVend processes payments, automatic reversals and refunds to bank, and may contact a Tenant's customers directly about security, fraud, or a payment matter.

7. Earnings and commission payouts

• The Tenant's margin on each sale (selling price minus the Tenant owner's reseller price) is credited to its earnings when the order succeeds.
• Earnings become withdrawable 7 days after the sale. If an order is later reversed, the related earnings are deducted.
• Withdrawable earnings are paid as commission to a verified bank account in the Tenant's verified name: the registered business name for business Tenants, or the owner's KYC name for individuals. Changing that account triggers a 72-hour payout hold.
• Individual Tenants can withdraw up to a monthly payout limit, shown in your console. Business Tenants with approved KYB have no monthly cap.
• Payouts above ₦50,000, or above ₦100,000 in a day, may be delayed up to 12 hours for review.

8. Subscription and billing

• Plans: Starter ₦[PRICE] per month and Pro ₦[PRICE] per month, plus 7.5% VAT.
• The first month is prorated and prepaid at onboarding from the Tenant owner's KudiVend wallet.
• From then on the subscription is billed on the 1st of each month from the Tenant's withdrawable earnings.
• If earnings do not cover the bill, the subscription becomes past due and we retry on days 1, 3 and 7. After the 7-day grace period the storefront is suspended.
• Plan changes take effect from the next billing date. Subscriptions are not billed on credit.

9. Acceptable use

The Tenant must not:

• offer, advertise or link to betting, gambling or lottery funding, or allow the storefront to be used for it;
• sell to or for anyone it knows is committing fraud, or ignore clear warning signs;
• mislead customers about prices, fees or who provides the service;
• copy, scrape or resell the storefront software.

10. Suspension, fraud holds and termination

• KudiVend may suspend a storefront for non-payment, a breach of this agreement, suspected fraud, or where the law or a regulator requires.
• A suspended storefront runs in spend-down mode: it shows a notice, customers can spend existing balances and request refunds, but no new sign-ups or funding are accepted and earnings are frozen.
• Where fraud is suspected, KudiVend may hold the Tenant's earnings for up to 30 days while it investigates, and deduct losses caused by the Tenant's breach.
• Either party may end this agreement with 30 days' written notice. On termination the storefront moves to spend-down mode and customers are given notice before balances are refunded.

11. Data protection

KudiVend is the controller of customer account, KYC and payment data. The Tenant may use the customer data it can see only to support those customers and must not export it for other uses. Each party must report a personal data breach to the other within 24 hours.

12. Liability, law and notices

Neither party is liable for indirect losses. KudiVend's total liability under this agreement in any 12 months is limited to the subscription fees the Tenant paid in that period. This agreement is governed by Nigerian law; disputes not resolved within 30 days go to [ARBITRATION / COURTS OF STATE]. Notices: [email protected] and the Tenant owner's verified email.