Vendor Agreement
Last updated: 1 June 2026
This Agreement is between Habesha Diaspora Market Ltd, registered in England and Wales under company number 16937728, with registered address at 17 Flooden Street, Newcastle upon Tyne, NE6 2QL, trading as Habesha Diaspora Market (“HDM”, “we”, “us”) and the business or individual accepting this Agreement (“Vendor”, “you”).
1. Relationship
1.1. You are an independent business. HDM provides a marketplace platform. You are not an employee, agent, partner, or franchisee of HDM. This Agreement does not create a joint venture, partnership, employment, or agency relationship.
1.2. You contract directly with Customers. When a Customer purchases your product, books your service, or places an order, the contract is between you and the Customer. HDM is not a party to that contract.
1.3. HDM is a technology provider and marketplace facilitator. We provide the Platform, payment processing, and tools. We do not control your business operations, pricing, fulfilment, or service delivery.
2. Your Obligations
Legal compliance
2.1. You must comply with all applicable UK laws and regulations, including but not limited to:
- Consumer Rights Act 2015
- Consumer Contracts Regulations 2013
- UK GDPR and Data Protection Act 2018
- Food Safety Act 1990 and Food Hygiene Regulations (if selling food)
- Equality Act 2010
- Health and Safety at Work Act 1974
- All relevant licensing requirements for your trade or profession
- HMRC tax and VAT obligations
2.2. You are solely responsible for obtaining and maintaining all licences, permits, registrations, and insurance required for your business. HDM does not verify or monitor your regulatory compliance.
Listing accuracy
2.3. All information in your listing (business name, description, images, prices, hours, services, products) must be accurate, current, and not misleading.
2.4. Product and service descriptions must accurately represent what the Customer will receive. Images must be of your actual products/work (not stock photos used to misrepresent quality).
2.5. Prices must be accurate and include or clearly state any additional charges (delivery fees, service charges, VAT).
Product and service liability
2.6. You are solely responsible and liable for:
- The quality, safety, legality, and fitness for purpose of all products and services you offer
- Accurate allergen information and food safety compliance (food vendors)
- Any injury, loss, damage, or dissatisfaction caused by your products or services
- Honouring bookings, orders, and custom order agreements
- Customer complaints, returns, and refunds in accordance with UK consumer law
- Any claims, lawsuits, or regulatory actions arising from your products or services
Indemnity
2.7. You indemnify HDM against any claim, loss, damage, fine, penalty, or expense (including legal costs) arising from:
- Your products or services
- Your breach of this Agreement
- Your breach of any applicable law or regulation
- Any dispute between you and a Customer
- Any third-party claim related to your business operations
Fulfilment
2.8. You must fulfil orders and bookings promptly and as described. If you cannot fulfil an order, you must notify the Customer immediately and arrange a refund.
2.9. For custom/made-to-measure orders, you must agree specifications with the Customer before commencing work and deliver the finished product in accordance with the agreed specification.
Customer data
2.10. When you receive Customer personal data through the Platform (name, email, phone, address), you must:
- Use it only for the purpose of fulfilling the transaction
- Store it securely and in compliance with UK GDPR
- Not share it with third parties except as necessary for fulfilment (e.g., delivery services)
- Not use it for unsolicited marketing without the Customer’s explicit consent
- Delete it when no longer needed, subject to legal retention requirements
2.11. You are an independent data controller for Customer personal data you receive through the Platform. HDM is not responsible for your data handling practices.
3. Payments and Fees
3.1. Independent contractor: Nothing in this Agreement creates an employment, agency (except as expressly stated for payment collection), partnership, or joint venture relationship between you and HDM. You are an independent business.
3.2. Subscription fees: Enhanced features are available through subscription plans (Grow, Professional, Enterprise). Subscription terms and pricing are detailed at https://habeshadiasporamarket.co.uk/vendor-hub/?tab=my-plan. Subscriptions renew automatically unless cancelled.
3.3. Payment collection: HDM collects payment from Customers via Stripe on behalf of the Vendor. All Customer payments are processed through HDM’s Stripe account.
3.4. Vendor payouts: HDM pays Vendors via bank transfer to the account details provided during registration. Payouts are processed weekly (every Friday) after deducting HDM’s platform commission.
3.5. Platform commission:
- Standard product sales: 10% of the transaction value
- Custom / made-to-measure orders: 15% of the transaction value
- Other transaction types: as specified in any individual vendor agreement
Commission rates may be varied by individual vendor agreement between HDM and the Vendor. In the absence of an individual agreement, the standard rates above apply.
3.6. Commission is calculated on the total transaction value (excluding delivery fees charged by the Vendor). Commission is deducted before payout.
3.7. Commission on refunds: If you refund a Customer, HDM’s commission on that transaction may or may not be refunded to you, at HDM’s discretion.
3.8. Off-platform transactions: If you direct Customers away from the Platform to avoid paying commission (e.g., asking them to pay by cash, or through another platform), this is a material breach of this Agreement and may result in immediate termination.
4. Content and Intellectual Property
4.1. You retain ownership of all content you upload (photos, descriptions, videos).
4.2. You grant HDM a non-exclusive, worldwide, royalty-free licence to use, display, reproduce, and distribute your content in connection with the Platform and its promotion (including social media, marketing materials, and newsletters).
4.3. You warrant that all content you upload is either owned by you or you have the right to use it. You must not upload content that infringes third-party intellectual property rights.
4.4. HDM may use your listing name, logo, and images to promote the Platform unless you notify us in writing that you do not consent.
5. Reviews
5.1. HDM operates a verified-buyer review system. Customers who have transacted with you may leave reviews.
5.2. You must not: offer incentives for positive reviews, pressure Customers to leave or remove reviews, create fake reviews, or retaliate against Customers who leave negative reviews.
5.3. If you believe a review is fraudulent, defamatory, or violates our guidelines, you may report it to HDM for moderation.
5.4. HDM reserves the right to moderate, edit, or remove reviews that violate our guidelines, but is under no obligation to do so.
6. AI-Assisted Content
6.1. HDM offers AI-powered tools to help improve product descriptions and SEO. AI-generated suggestions are reviewed by our team and/or by you before publishing.
6.2. You are responsible for the accuracy of your listing content, whether written by you, suggested by AI, or refined by HDM’s team. HDM is not liable for any inaccuracy in AI-suggested content that you approve and publish.
7. Prohibited Conduct
You must not:
- List illegal, counterfeit, stolen, or prohibited products or services
- Misrepresent your business, qualifications, or capabilities
- Discriminate against Customers on any protected characteristic
- Manipulate the Platform’s search, ranking, or review systems
- Direct Customers to transact outside the Platform to avoid fees
- Use Customer data for purposes beyond order fulfilment
- Engage in any activity that harms HDM’s reputation or the trust of the community
- Operate without required licences, permits, or insurance
8. Suspension and Termination
8.1. By you: You may terminate this Agreement at any time by closing your account. You remain responsible for fulfilling any outstanding orders or bookings.
8.2. By HDM: We may suspend or terminate your account immediately if:
- You breach this Agreement
- You receive persistent negative reviews or customer complaints
- We receive a credible report of illegal activity
- You fail to fulfil orders or bookings without reasonable explanation
- You direct Customers to transact off-platform
- We determine, at our sole discretion, that your continued presence harms the Platform or community
8.3. Upon termination:
- Your listings are removed from the Platform
- Outstanding payouts are processed according to Stripe’s standard schedule
- HDM may retain your commission on completed transactions
- Your obligation to fulfil outstanding orders/bookings survives termination
- The indemnity in Section 2.7 survives termination
9. Limitation of HDM’s Liability
9.1. HDM provides the Platform “as is.” We do not guarantee:
- Any particular number of customers, orders, bookings, or revenue
- That the Platform will be available without interruption
- That the Platform will be free of errors or defects
- That listing on HDM will grow your business
9.2. HDM’s total liability to you for any claim arising from this Agreement shall not exceed the total fees you paid to HDM in the 12 months preceding the claim.
9.3. HDM shall not be liable for any indirect, consequential, special, or punitive damages, including loss of profit, revenue, customers, or data.
9.4. Nothing in this Agreement excludes liability for death or personal injury caused by negligence, fraud, or any liability that cannot be excluded under UK law.
10. Insurance
10.1. We strongly recommend that all Vendors maintain appropriate business insurance, including:
- Public liability insurance
- Product liability insurance (if selling physical goods)
- Professional indemnity insurance (if providing professional services)
- Employers’ liability insurance (if you have employees)
- Food hygiene certification and insurance (if selling food)
10.2. HDM does not provide insurance coverage for Vendors or their customers.
11. Amendments
HDM may amend this Agreement with 30 days’ written notice (via email). Continued use of the Platform after the amendment date constitutes acceptance. If you do not agree, you may terminate before the effective date.
12. Governing Law
This Agreement is governed by the laws of England and Wales. Disputes shall be subject to the exclusive jurisdiction of the courts of England and Wales.
13. Entire Agreement
This Agreement, together with the Terms of Service and Privacy Policy, constitutes the entire agreement between you and HDM regarding your use of the Platform as a Vendor.