Legal Vendor Partnership Agreement

This Vendor Agreement ("Agreement") is entered into between Chek Chek Digital Limited ("Platform", "we", "us"), a company duly incorporated under the laws of the Republic of Ghana, and the vendor entity identified during the registration process ("Vendor", "you"). By completing registration and checking the acceptance box, the Vendor agrees to be legally bound by all terms herein. This Agreement shall be governed by and construed in accordance with the laws of the Republic of Ghana.

1.1. Legitimate Business Entity

The Vendor must be a legitimately registered business entity under the laws of the Republic of Ghana. Acceptable forms include sole proprietorships, partnerships, limited liability companies, and other entities registered with the Registrar General's Department (RGD). The Vendor must provide their authentic Business Registration Certificate or Certificate of Incorporation at the time of application.

1.2. Business Registration Verification

The Platform reserves the right to verify the Vendor's business registration number directly with the Registrar General's Department or any authorised government body. Submission of fraudulent, expired, or falsified registration documents constitutes grounds for immediate termination and potential referral to law enforcement authorities.

1.3. Physical Address Verification

The Vendor must maintain and operate from a verifiable physical address. The Platform may, at its discretion, conduct physical or remote verification of the stated operational premises. The Vendor agrees to cooperate with all verification requests and to notify the Platform within 7 days of any change in operational address.

1.4. Identity Verification

All Vendors must provide valid government-issued photo identification for the principal owner and/or operator, including: (a) a valid Ghana Card (National Identification Card); and (b) one additional form of identification such as a valid Passport, Driver's License, or Voter's ID Card. The Platform employs facial verification and document authenticity checks and may engage third-party identity verification services.

1.5. Food Safety Certification

Vendors engaged in the preparation and sale of food products must hold and maintain a valid Food Safety Certificate issued by the Ghana Food and Drugs Authority (FDA) or a recognised local health authority. This certificate must be current and not expired at the time of onboarding. The Vendor is responsible for renewal and must upload updated certificates before expiry. The Platform will track certificate expiry dates and may suspend accounts where certificates have lapsed.

1.6. Business Liability Insurance

The Vendor is strongly encouraged and, for vendors serving more than 50 orders per month, required to maintain adequate business liability insurance, including product liability coverage, at a minimum insured value of GH₵50,000 or such amount as reasonably determined by the Platform. Proof of valid insurance must be submitted upon request. The absence of insurance does not limit the Vendor's liability under this Agreement.

2.1. Compliance with Food Safety Laws

The Vendor shall at all times comply with all applicable food safety, public health, and hygiene laws and regulations of the Republic of Ghana, including but not limited to the Food and Drugs Authority Act, 1992 (PNDC Law 305B), the Public Health Act, 2012 (Act 851), and all regulations, guidelines, and directives issued thereunder, as well as any applicable local government ordinances.

2.2. Kitchen Hygiene Standards

The Vendor shall maintain a clean, sanitary, and hazard-free food preparation environment at all times. This includes: (a) regular deep cleaning of all food preparation surfaces, equipment, and storage areas; (b) pest control measures; (c) proper ventilation and lighting; (d) availability of adequate handwashing facilities with soap; (e) separation of raw and cooked foods to prevent cross-contamination; and (f) proper disposal of waste and by-products in accordance with local regulations.

2.3. Food Storage & Handling

The Vendor shall ensure all food items are: (a) stored at appropriate temperatures to prevent spoilage and microbial growth; (b) clearly labelled with preparation dates and expiry dates where applicable; (c) sourced from reputable and compliant suppliers; (d) free from expired, adulterated, or contaminated ingredients; and (e) handled by staff wearing appropriate protective clothing, including gloves and hair nets where applicable.

2.4. Staff Health & Training

The Vendor is responsible for ensuring that all food handlers: (a) are in good health and do not handle food when suffering from communicable diseases, open wounds, or infections; (b) have received appropriate food safety and hygiene training; and (c) maintain personal hygiene standards at all times. The Vendor is encouraged to obtain formal food handling certifications for key kitchen staff.

2.5. Packaging & Delivery

Food items must be packaged in food-grade, tamper-evident materials that adequately protect the food from contamination during storage and delivery. The Vendor shall not use packaging materials that may leach harmful chemicals into food products.

3.1. Right of Inspection

The Platform reserves the right, upon reasonable notice (or without notice in cases of suspected serious non-compliance or following receipt of a customer complaint), to conduct or commission inspections of the Vendor's premises, kitchen facilities, food storage areas, and documentation. The Vendor agrees to grant access to authorised Platform representatives or third-party inspectors for this purpose.

3.2. Periodic Compliance Audits

The Platform shall conduct routine compliance audits at least once per year and may conduct additional audits as circumstances require. Audit findings, scores, and corrective action requirements will be communicated to the Vendor in writing. The Vendor shall implement required corrective actions within the timeframe specified.

3.3. Documentation Management

The Vendor must maintain and, upon request, provide the following documentation: (a) valid business registration certificate; (b) food safety certificates; (c) business liability insurance policy; (d) staff training records; (e) food temperature logs; and (f) cleaning and sanitisation schedules. All documents must be kept current and renewed before expiry.

3.4. Hygiene & Complaint Reporting

The Platform provides a mechanism for customers to file hygiene and food safety complaints. The Vendor acknowledges that all such complaints will be investigated by the Platform. The Vendor agrees to cooperate fully with any investigation and to provide relevant documentation or explanations within 48 hours of being notified. Repeated or substantiated complaints may result in account suspension or termination.

3.5. Performance Standards

The Vendor agrees to maintain performance standards established by the Platform, including: (a) maintaining an average customer rating of not less than 3.5 out of 5.0; (b) order acceptance rate of not less than 80%; (c) timely preparation within stated prep times; and (d) prompt communication with customers and the Platform regarding order issues. Persistent failure to meet these standards may result in de-listing.

4.1. Vendor Responsibility for Products

The Vendor is solely and exclusively responsible for the quality, safety, fitness for purpose, and compliance with all applicable laws of all food products listed, prepared, and sold through the Platform. The Platform acts as an intermediary marketplace connecting customers with independent vendors and does not prepare, handle, or inspect food products.

4.2. Platform as Intermediary — Disclaimer of Liability

IMPORTANT: Nothing in this Agreement excludes liability that cannot lawfully be excluded under the Ghana Consumer Protection Act, 2023 (Act 1061), the Data Protection Act, 2012 (Act 843), or any other mandatory applicable Ghanaian law. Where any clause conflicts with a non-excludable right or remedy under Act 1061, that statutory right prevails to the extent of the conflict. Professional review of these liability provisions under Act 1061 is currently being undertaken and this section will be updated accordingly.

SUBJECT TO THE ABOVE, AND TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE PLATFORM EXPRESSLY DISCLAIMS ALL LIABILITY FOR: (a) ANY FOODBORNE ILLNESS, ALLERGIC REACTION, INJURY, OR DEATH ARISING FROM CONSUMPTION OF VENDOR PRODUCTS; (b) ANY PRODUCT LIABILITY CLAIMS RELATED TO THE VENDOR'S FOOD ITEMS; (c) THE VENDOR'S FAILURE TO COMPLY WITH FOOD SAFETY REGULATIONS; OR (d) ANY MISREPRESENTATION BY THE VENDOR REGARDING INGREDIENTS, ALLERGENS, OR PRODUCT DESCRIPTIONS. The Platform's role is limited to providing a digital marketplace and technology platform. Where the Consumer Protection Act 2023 imposes liability that cannot be excluded, the Platform's maximum aggregate liability to any consumer arising from a Vendor's product shall not exceed the value of the specific transaction.

4.3. Vendor Indemnification

The Vendor agrees to fully indemnify, defend, and hold harmless the Platform, its directors, officers, employees, agents, and successors from and against any and all claims, demands, actions, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising from or related to: (a) the Vendor's breach of this Agreement; (b) any negligence or wilful misconduct of the Vendor or its staff; (c) any claim by a third party relating to the Vendor's products or services; (d) the Vendor's violation of any applicable law or regulation; or (e) any inaccuracy in the Vendor's representations during registration.

4.4. Allergen & Ingredient Disclosure

The Vendor bears full legal responsibility for accurately disclosing all ingredients and potential allergens in their listed products. The Platform provides tools for allergen disclosure, and the Vendor must utilise these tools diligently. Failure to disclose allergens that results in customer injury shall be the sole liability of the Vendor.

4.5. Financial Liability

Where the Platform is compelled to make payments to third parties (including regulatory fines, customer refunds, or legal settlements) as a direct result of the Vendor's non-compliance or negligence, the Platform reserves the right to recover such sums from the Vendor, including by deduction from pending payouts.

5.1. Account Security

The Vendor is responsible for maintaining the security of their account credentials. The Platform implements two-factor authentication (2FA) for vendor accounts, and the Vendor is strongly encouraged to enable this feature. The Vendor must immediately notify the Platform of any suspected unauthorised access to their account.

5.2. Data Protection Compliance

Both parties agree to comply with all applicable data protection laws of the Republic of Ghana, including the Data Protection Act, 2012 (Act 843), and any regulations made thereunder. The Vendor shall handle any customer personal data received through the Platform in accordance with these laws and only use such data for the purpose of fulfilling orders.

5.3. No Unauthorised Data Use

The Vendor shall not use customer personal data obtained through the Platform for any purpose other than order fulfilment without explicit written consent from the customer and the Platform. The Vendor shall not sell, transfer, or otherwise disclose customer data to third parties.

5.4. Secure Payment Processing

All financial transactions are processed through the Platform's authorised payment processors. The Vendor shall not request direct cash payments from customers outside the Platform unless explicitly permitted, and shall not store customer payment card information.

6.1. Grounds for Suspension

The Platform may immediately suspend a Vendor account, with or without prior notice, upon: (a) receipt of credible food safety complaints; (b) failure to pass a compliance audit; (c) lapse of required certifications; (d) fraudulent activity; (e) breach of any term of this Agreement; or (f) direction by any regulatory authority.

6.2. Grounds for Termination

The Platform may permanently terminate the Vendor's listing for: (a) repeated or serious non-compliance; (b) conviction of a food safety or business crime; (c) submission of fraudulent registration documents; (d) persistent poor performance metrics; or (e) material breach of this Agreement that is not remedied within 14 days of written notice.

6.3. Dispute Resolution

Any dispute arising from this Agreement shall first be referred to mediation. If mediation fails, disputes shall be resolved by arbitration under the rules of the Ghana Arbitration Centre, with the seat of arbitration in Accra, Ghana. The language of arbitration shall be English.

6.4. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the Republic of Ghana. Both parties submit to the exclusive jurisdiction of the courts of Ghana for matters not resolved through arbitration.

7.1. Catering & Smart Party Mode

Where the Vendor accepts catering requests through Smart Party Mode, the Vendor agrees to: (a) submit itemised bids with accurate pricing and realistic logistics plans; (b) honour the agreed deposit percentage (30–70%) and payment milestone schedule; (c) receive deposit and balance payments directly to the Vendor's verified MoMo account; (d) not request payment outside the Platform's milestone system; and (e) fulfil the catering contract to the standard described in the bid. The Platform records milestone payment transaction IDs for audit purposes and does not hold or escrow catering payments.

7.2. Events & Festivals — Temporary Vendor Status

Where the Vendor registers as a temporary event vendor, the Vendor acknowledges that: (a) the Vendor's listing is active only during the event period and is automatically deactivated when the event ends; (b) the Vendor's MoMo details must be admin-verified before the Vendor appears to customers; (c) orders placed at the event are paid directly to the Vendor's verified MoMo number — the Platform does not process payments or hold event funds; (d) the Vendor may receive a permanent vendor invitation link after the event closes; and (e) all standard food safety, hygiene, and compliance obligations under Parts I–IV apply equally to temporary event vendors.

7.3. Food Passport & Spin Wheel Reward Sponsorship

Where the Vendor sponsors Food Passport milestone vouchers or Daily Spin Wheel prizes, the Vendor agrees that: (a) all sponsored rewards are vendor-funded — the Platform does not fund cash prizes, delivery credits, or monetary rewards; (b) the Vendor honours sponsored discounts and free items at the Vendor's location only; (c) the Vendor may set quantity caps, validity periods, and minimum order values for sponsored prizes; (d) the Vendor may withdraw sponsorship at any time, after which no new rewards are issued but existing active vouchers remain valid until their stated expiry; and (e) the Platform is not liable for customer dissatisfaction with vendor-funded rewards.

7.4. Multi-Vendor Checkout Obligations

Where the Vendor participates in multi-vendor checkout, the Vendor agrees to: (a) confirm or decline sub-order acceptance promptly; (b) not request additional payment outside the Platform's payment checklist flow; and (c) prepare the order for the agreed pickup/delivery time. If all sub-order payments are not confirmed within 20 minutes, the entire multi-vendor order is auto-cancelled.