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Baqers Network Nigeria Ltd known as Baqers

These Terms and Conditions between the Independent Vendor (the person accessing) and Baqers Network Nigeria Limited (“Baqers”) and applicable laws of the Federal Republic of Nigeria, set out the terms and conditions (the “T&C”) on which the Independent Vendor may access [Our Webpage] (the “Webpage”) and use all our contents and applications, access our services, products and information (our “Services”).

1. Agreement Terms

i. Acceptance of Terms and Conditions: By signing-up, using or accessing the Webpage, the Independent Vendor acknowledge that it has read, understood, consent and agree to be legally bound by the T&C. The Independent Vendor will be deemed to have accepted the terms and conditions in this T&C immediately upon clicking the (Accept) button on the Webpage. Doing so signifies acceptance of the T&C and an intention to use the Webpage and our Services. The acceptance of the T&C is unconditional and shall govern your use of the Webpage and our Services. If you do not agree with the T&C, please do not click the (Accept/Continue) button on the Webpage. Kindly note that access to the use of our Webpage and our Services will not be granted if you decline the T&C.

ii. Duration of Agreement: The business relationship between Baqers and the Independent Vendor shall remain in effect until either party provides written notice of termination. The notice period for termination shall be as mutually agreed upon or as specified in the partnership agreement.

iii. Non-Exclusivity: The Independent Vendor acknowledges that this agreement does not grant exclusive rights to provide cakes through the Baqers platform. Baqers may engage other Independent Vendors to fulfil cake orders in the same geographical area or market or any location.

iv. Non-Solicitation: During the term of this agreement and for a period of two years following its termination, the Independent Vendor agrees not to directly or indirectly solicit customers and recipients of Baqers for similar services outside of the Baqers platform.

v. Indemnification: The Independent Vendor agrees to indemnify and hold Baqers harmless from any claims, damages, losses, or expenses arising out of or related to the Independent Vendor's actions, including but not limited to product defects, non-compliance with laws and regulations, and negligence in the preparation, packaging, or delivery of cakes.

vi. System Maintenance: To facilitate the use of the Webpage and Our Services, the Webpage shall periodically undergo a system maintenance. Baqers will take all reasonable means to notify the Independent Vendor of any system maintenance and will minimise interruptions to your access and use of the Webpage. The Independent Vendor agree that Baqers shall not be held liable for any losses or inconvenience of whatever nature caused whenever the Webpage undergoes any such system maintenance.

vii. Modification of Terms: Baqers reserves the right to modify or update these terms and conditions at its discretion. Baqers may take all reasonable measures to notify the Independent Vendor of any changes to the T&C. Continued participation in the Baqers network will constitute acceptance of the modified terms. Changes to the T&C may be brought to the Independent Vendor’s attention through pop ups on the Webpage or by email. The Independent Vendor may be prompted to accept the updated T&C at the next time of login to the Webpage after such changes are made.

viii. Disclaimer: Baqers do not warrant or guarantee that the Webpage and our Services will meet your needs and/or expectations, or be uninterrupted, secure or error-free or that our server or any file available for downloading via the Webpage are free from computer viruses or other harmful properties. The Independent Vendor agree that Baqers have no responsibility for viruses or any other damage that may be caused to its systems or its device through any improper use of the Webpage and our Services by the Independent Vendor or any person authorised by the Independent Vendor. Baqers confirms that the Webpage and the use of its Services may be subject to limitations, delays, and other problems inherent in the use of the internet or the operability of your device. Baqers shall not be held liable for any delays, failures or other damages resulting from such problems. While Baqers will deploy all reasonable efforts to ensure minimal interruptions, Baqers do not guarantee that the Webpage will always be operable. No oral or written information or advice obtained by the Independent Vendor from Baqers will create any warranty not expressly stated in these T&C.

ix. Severability: In the event that any provision of these terms and conditions is deemed to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect to the extent permitted by the law of Nigeria.

x. Waiver: The failure of either party to enforce any provision of these terms and conditions shall not be construed as a waiver of such provision or the right to enforce it in the future.

2. Independent Contractor Relationship

a. Independent Contractor Status: The Independent Vendor acknowledges and agrees that their relationship with Baqers is that of an independent contractor. Nothing in this agreement shall be construed to create an employment, partnership, joint venture, or agency relationship between Baqers and the Independent Vendor.

b. Control and Autonomy: The Independent Vendor has the right to control and manage their own bakery business operations, including the methods, techniques, and tools used to fulfill cake orders. Baqers will not exercise control or direction over the daily operations of the Independent Vendor's business.

c. Taxes and Insurance: As an independent contractor, the Independent Vendor is solely responsible for payment of all applicable taxes, including income taxes, sales taxes, and any other taxes required by law. The Independent Vendor is also responsible for obtaining and maintaining appropriate insurance coverage, such as general liability insurance, to protect their business and customers.

d. Financial Responsibility: The Independent Vendor agrees to bear all costs and including incidental expenses associated with their bakery business, including the costs of ingredients, packaging materials, delivery vehicles, and any necessary licenses or permits required by local authorities.

e. Compliance with Laws and Regulations: The Independent Vendor agrees to comply with all applicable laws, regulations, and industry standards related to food safety, hygiene, labelling, and any other requirements governing the preparation, packaging, and delivery of cakes.

f. Branding and Marketing: The Independent Vendor acknowledges that they have the right to promote their bakery business, and the Baqers' trademarks and logos. The Independent Vendor shall not misrepresent their affiliation with Baqers or make any false claims regarding Baqers' services or products.

g. Confidentiality: The Independent Vendor agrees to keep confidential any proprietary or sensitive information provided by Baqers, including customer data, business processes, and trade secrets. The Independent Vendor shall not disclose or use such information for any purpose other than fulfilling cake orders on the Baqers platform.

h. Termination: Either party may terminate this agreement at any time by providing written notice to the other party. Upon termination, the Independent Vendor shall cease using Baqers' trademarks, logos, and intellectual property and return any materials or equipment belonging to Baqers.

i. Dispute Resolution: TheParties shall take all necessary steps to resolve any dispute arising from this Agreement by negotiation within 14 (fourteen) days, or by mediation where the negotiation fails. Where negotiation fails, the Parties have the right to seek relief from a court of competent jurisdiction.

3. Quality and Standards

i. Quality Assurance: The Independent Vendor agrees to maintain the highest standards of quality as applicable in the industry with respect to the preparation, decoration, and presentation of cakes. The Independent Vendor agrees that its cake must meet or exceed customer expectations and adhere to industry best practices.

ii. Ingredients and Food Safety: The Independent Vendor shall use only high-quality ingredients that meet food safety standards and comply with all applicable laws and regulations. The ingredients should be fresh, safe for consumption, and free from any contaminants or adulteration.

iii. Hygiene and Sanitation: The Independent Vendor shall maintain a clean and sanitary bakery facility, following proper hygiene practices during the handling, preparation, and storage of ingredients and finished cakes. The Independent Vendor must comply with all relevant health and safety regulations in Nigeria.

iv. Product Consistency: The Independent Vendor shall strive to ensure consistency in the appearance of their cakes in accordance with the Baqers platform. The Independent Vendor agrees to ensuring that its customers have a consistent experience when ordering its cakes from Baqers.

v. Allergen Information: The Independent Vendor shall clearly and accurately disclose any potential allergens present in their cakes, such as nuts, gluten, dairy, or other common allergens.

vi. Packaging and Presentation: The Independent Vendor agrees to package the cakes securely and in a presentable manner to maintain their quality during transportation and delivery. The Independent Vendor agrees to take a reasonable measures in its packaging to protect the cakes from damage and ensure that they are delivered to the consumer in an attractive and presentable condition. The packaging design of the cake should also in all times be in accordance with standards set by the Baqers platform.

vii. Compliance with Baqers' Standards: The Independent Vendor shall comply with any additional quality and standards guidelines provided by Baqers. These guidelines may include specific cake designs, portion sizes, or packaging requirements to ensure consistency and meet Baqers' brand image.

viii. Customer Feedback and Complaints: The Independent Vendor agrees to address within 24 hours any customer feedback or complaints related to the quality, taste, or presentation of their cakes. They shall take appropriate actions to resolve any issues and strive to achieve customer satisfaction.

ix. Quality Control Monitoring: Baqers may conduct periodic quality control inspections to assess the Independent Vendor's compliance with quality standards. The Independent Vendor shall cooperate with Baqers' quality control processes and provide necessary information or documentation as requested.

4. Order Fulfillment and Delivery

i. Order Confirmation: The Independent Vendor agrees to promptly confirm the acceptance of each order received from Baqers within the specified time, through the designated communication channels. The confirmation should include acknowledgment of details such as the cake design, size, flavor, delivery address, and delivery date and time.

ii. Timely Order Fulfillment: The Independent Vendor shall make all reasonable efforts to fulfill the confirmed orders within the agreed-upon timeframe. They should ensure that the cakes are prepared, decorated, and delivered on time to meet the customer's delivery request.

iii. Delivery Requirements: The Independent Vendor shall strictly adhere to the specified delivery instructions provided by Baqers, including the designated delivery time, location, and any special customer requests. The cakes must be delivered in pristine condition and as per the customer's expectations.

iv. Delivery Personnel: The Independent Vendor shall assign competent and professional delivery personnel who are responsible for delivering the cakes to the customers' specified addresses. The delivery personnel should be courteous, presentable, and follow proper delivery protocols.

v. Delivery Packaging and Presentation: The Independent Vendor agrees to package the cakes securely and in a manner that ensures their safety during transportation and delivery. The packaging should maintain the quality and appearance of the cakes and prevent any damage or spoilage.

vi. Delivery Tracking and Communication: The Independent Vendor shall maintain effective communication with Baqers regarding the status of order preparation and delivery. They should provide regular updates on the progress of order fulfillment and promptly communicate any delays or issues that may affect delivery times.

vii. Customer Communication: The Baqers shall communicate with the customers regarding the delivery of their orders, providing timely updates on the expected delivery time and any changes or issues that may arise during the delivery process.

viii. Delivery Documentation: The Independent Vendor shall maintain accurate records of all deliveries, including proof of delivery such as customer signatures or delivery confirmation. These records should be readily available for reference and verification purposes.

ix. Delivery Incident Handling: In the event of delivery incidents, such as damaged or incorrect orders, the Independent Vendor agrees to promptly address the issue and take appropriate corrective actions. They should work closely with Baqers to resolve any customer complaints or concerns related to the delivery.

x. Compliance with Local Laws and Regulations: The Independent Vendor and their delivering agent shall comply with all applicable local laws and regulations, including any licensing, permits, or certifications required for the transportation and delivery of food products.

xi. Liability and Insurance: The Independent Vendor acknowledges and agrees to assume responsibility for any liabilities associated with the delivery of cakes, including accidents, damages, or losses during transportation. They shall maintain appropriate insurance coverage to protect against such risks.

5. Product Availability and Substitutions

i. Product Availability: The Independent Vendor acknowledges that the availability of specific cake designs, flavours, and sizes may vary based on factors such as seasonal availability, ingredient availability, and production capacity. The Independent Vendor agree to communicate any limitations or unavailability of specific products promptly to Baqers.

ii. Substitutions: In the event that a requested cake design, flavour, or size is not available, the Independent Vendor may propose suitable alternatives or substitutions of comparable quality and value. The proposed substitutions should be discussed and approved by Baqers before proceeding with the order.

iii. Customer Approval: If a substitution is necessary, the Independent Vendor shall communicate the proposed substitution to Baqers and obtain their approval before making any changes to the original order. Baqers shall upon receipt of information from the Independent Vendor provide clear and accurate descriptions of the substitute product to ensure customer satisfaction.

iv. Substitution Policy: The Independent Vendor agrees to adhere to the substitution policy established by Baqers, which may include guidelines regarding acceptable substitutions, pricing adjustments, and customer notification procedures. The policy should prioritize customer satisfaction while maintaining the overall quality and standards of the cakes.

v. Allergen Information: The Independent Vendor shall provide accurate and comprehensive allergen information for each cake offered through Baqers. The Independent Vendor should clearly communicate any potential allergens present in the cakes to ensure that customers with specific dietary restrictions or allergies can make informed decisions.

vi. Product Quality Assurance: The Independent Vendor is responsible for maintaining high product quality standards and ensuring that the cakes delivered to customers meet the agreed-upon specifications. The Independent Vendor agrees to adhere to Baqers' quality assurance guidelines and implement appropriate quality control measures.

vii. Feedback and Improvement: The Independent Vendor agrees to actively consider customer feedback regarding the quality, taste, and overall satisfaction with the cakes. The Independent Vendor agrees to collaborate with Baqers to identify areas for improvement and implement necessary measures to enhance the product offering.

viii. Supplier Relationships: The Independent Vendor shall establish and maintain relationships with reliable and reputable suppliers to ensure a consistent supply of high-quality ingredients and materials for cake production. The Independent Vendor agrees to regularly evaluate supplier performance and make adjustments as necessary to maintain product quality.

ix. Continuous Communication: The Independent Vendor shall maintain open and transparent communication with Baqers regarding any changes in product availability, substitutions, or other relevant factors that may impact the customer experience timely and accurately to ensure smooth operations and customer satisfaction.

6. Pricing and Payment

i. Pricing Structure: The Independent Vendor agrees to adhere to the pricing structure established by Baqers for their cakes.

ii. Payment Terms: The Independent Vendor acknowledges that Baqers will handle the payment collection process from customers on their behalf. Baqers will deduct the agreed-upon commission or service fee from the total payment received and remit the remaining amount to the Independent Vendor as per the agreed-upon payment terms.

iii. Commission or Service Fee: The Independent Vendor understands that Baqers will charge a commission or service fee for the orders facilitated through the Baqers platform. The commission percentage or fee structure will be communicated and mutually agreed upon by both parties.

iv. Payment Collection: The Independent Vendor authorizes Baqers to collect payments from customers on their behalf through the Baqers platform. Baqers will handle the payment processing and ensure secure transactions. The Independent Vendor or its delivery representative shall not accept direct payments from customers for orders placed through Baqers.

v. Payment Settlement: Baqers will initiate the payment settlement process with the Independent Vendor according to the agreed-upon schedule. The payment will be transferred to the Independent Vendor's designated bank account or preferred payment method as per the mutually agreed terms.

vi. Refunds and Adjustments: In the event of order cancellations, refunds, or necessary adjustments due to quality issues or customer dissatisfaction, Baqers will handle the refund process and any associated financial adjustments. The Independent Vendor shall cooperate with Baqers in resolving such situations promptly and maintaining transparency in the payment reconciliation process.

vii. Pricing Changes: The Independent Vendor agrees that Baqers can review its prices from time to time. This will be communicated in advance with the Independent Vendor and agreed upon with Baqers to ensure transparency.

viii. Currency and Tax Compliance: The Independent Vendor shall ensure compliance with applicable currency regulations and tax laws. Baqers may request necessary documentation or information to verify tax compliance.

ix. Payment Disputes: In the event of payment disputes or discrepancies, the Independent Vendor should promptly notify Baqers and provide relevant details or documentation to facilitate resolution. Both parties shall work collaboratively to address and resolve any payment-related issues in a fair and timely manner.

7. Compliance with Laws and Regulations

i. Legal Compliance: The Independent Vendor agrees to comply with all applicable local, regional, and national laws, regulations, and licensing requirements related to operating a bakery business, baked product safety, hygiene, and any other relevant regulations. This includes obtaining and maintaining all necessary permits, licenses, certifications, and approvals required by the authorities.

ii. Food Safety and Hygiene: The Independent Vendor acknowledges the importance of maintaining high standards of product safety and hygiene. The Independent Vendor commits to following best practices in its product handling, storage, preparation, and packaging to ensure the safety and quality of their cakes. The Independent Vendor shall comply with all relevant food and product safety regulations and guidelines in the preparation and delivery of their products.

iii. Ingredient Labeling and Allergen Information: The Independent Vendor agrees to indicate common allergens present in their cakes, such as nuts, dairy, eggs, or gluten, to help customers make informed choices.

iv. Intellectual Property and Copyright: The Independent Vendor warrants that all cakes and related content they offer through the Baqers platform do not infringe upon the intellectual property rights of third parties. The Independent Vendor shall assume full responsibility for any claims related to copyright infringement arising from their cakes or content.

v. Privacy and Data Protection: The Independent Vendor acknowledges the importance of protecting customer privacy and data. They agree to handle customer information in compliance with applicable data protection laws and regulations. The Independent Vendor shall not disclose or misuse customer data obtained through the Baqers platform and shall implement necessary measures to safeguard personal information.

vi. Anti-Bribery and Anti-Corruption: The Independent Vendor agrees to conduct their business operations in an ethical manner, adhering to principles of integrity, transparency, and fair competition. They shall not engage in any form of bribery, corruption, or unethical practices. The Independent Vendor shall comply with anti-bribery and anti-corruption laws and refrain from offering or accepting bribes, kickbacks, or illegal payments.

vii. Advertising and Marketing Compliance: The Independent Vendor shall ensure that all their advertising and marketing efforts in regards to Baqers, including online and offline promotions, comply with relevant laws and regulations. The Independent Vendor shall refrain from making false or misleading claims about their cakes, engaging in deceptive advertising practices, or infringing upon the rights of competitors.

viii. Consumer Protection: The Independent Vendor commits to providing a high level of customer service and resolving customer complaints or disputes in a fair and timely manner. The Independent Vendor shall comply with consumer protection laws and regulations, including refund policies, warranties, and guarantees, as applicable in their jurisdiction.

ix. Record-Keeping and Documentation: The Independent Vendor agrees to maintain accurate and complete records of their business operations, including financial records, invoices, receipts, and any other necessary documentation as required by applicable laws and regulations. They shall retain these records for the specified period mandated by the authorities.

8. Intellectual Property

i. Ownership of Intellectual Property: The Independent Vendor acknowledges and agrees that all intellectual property rights, including but not limited to trademarks, logos, trade names, designs, and copyrighted materials associated with Baqers, its brand, and the Baqers platform, are the sole property of Baqers or its licensors. The Independent Vendor shall not acquire any rights or claims to Baqer's intellectual property through their participation in the network.

ii. Use of Baqers Intellectual Property: The Independent Vendor is granted a limited, non-exclusive, non-transferable right to use Baqers' intellectual property solely for the purpose of fulfilling orders and promoting their participation in the Baqers platform. This includes using Baqers' logos, branding materials, and promotional content provided by Baqers. The Independent Vendor shall use the intellectual property strictly in accordance with Baqers' guidelines.

iii. Prohibition of Unauthorized Use: The Independent Vendor shall not use Baqers' intellectual property in any manner that could create confusion, misrepresentation, or dilution of the Baqers brand. The Independent Vendor shall not modify, reproduce, distribute, or create derivative works of Baqers' intellectual property without prior written consent from Baqers.

iv. Protection of Intellectual Property: The Independent Vendor agrees to take all necessary measures to protect Baqers' intellectual property rights. The Independent Vendor shall not engage in any activities that could infringe upon Baqers' trademarks, copyrights, or other intellectual property rights. The Independent Vendor shall promptly report any suspected infringement or misuse of Baqers' intellectual property to Baqers.

v. Intellectual Property Infringement Claims: In the event that the Independent Vendor receives any claims or notices of intellectual property infringement related to their cakes or other content, it shall immediately notify Baqers. The Independent Vendor shall cooperate fully with Baqers in addressing and resolving such claims, including ceasing the use of any infringing materials if required.

vi. Indemnification: The Independent Vendor agrees to indemnify, defend, and hold Baqers harmless from any claims, damages, liabilities, costs, or expenses arising out of or related to any intellectual property infringement claims resulting from the Independent Vendor's actions, use of intellectual property, or content provided by them.

vii. Non-Disclosure of Baqers' Confidential Information: The Independent Vendor acknowledges that during their participation in the Baqers network, they may have access to confidential information belonging to Baqers. The Independent Vendor agrees to keep all such information confidential and not disclose or use it for any purpose other than fulfilling their obligations under the agreement with Baqers.

9. Liability and Insurance

i. Limitation of Liability: The Independent Vendor acknowledges that they are an independent contractor and not an employee of Baqers. As such, Baqers shall not be held liable for any direct, indirect, incidental, special, or consequential damages arising out of or in connection with the Independent Vendor's participation in the Baqers network, including but not limited to the fulfillment of cake orders or delivery services.

ii. Compliance with Laws: The Independent Vendor agrees to comply with all applicable laws, regulations, and industry standards in relation to their participation in the Baqers network. This includes obtaining and maintaining all necessary permits, licenses, and certifications required for the operation of their baking business, as well as ensuring compliance with food safety, hygiene, and quality standards.

iii. Product Liability: The Independent Vendor acknowledges that they are solely responsible for the cakes they produce and deliver to Baqers' customers. The Independent Vendor shall ensure that their cakes meet all relevant health and safety standards and are free from any defects or contaminants. In the event of any product liability claims arising from the Independent Vendor's cakes, the Independent Vendor shall assume full responsibility and indemnify Baqers against any damages or liabilities incurred.

iv. Insurance Coverage: The Independent Vendor agrees to maintain appropriate insurance coverage to protect themselves against any potential liabilities or damages. This includes, but is not limited to, general liability insurance, product liability insurance, and other applicable insurance coverage. The Independent Vendor shall provide proof of insurance coverage upon request by Baqers.

v. Indemnification: The Independent Vendor shall indemnify, defend, and hold Baqers harmless from any claims, damages, liabilities, costs, or expenses (including legal fees) arising out of or related to the Independent Vendor's actions, negligence, or failure to comply with the terms of the agreement, including any claims related to personal injury, property damage, or product liability.

vi. Notice of Incidents or Claims: The Independent Vendor agrees to promptly notify Baqers in writing of any incidents, accidents, or claims that occur during the course of their participation in the Baqers network. This includes accidents or injuries during the preparation or delivery of cakes, relating to Baqers as well as any claims or legal actions related to their products or services.

vii. Independent Insurance Coverage: The Independent Vendor acknowledges that Baqers' insurance policies may not cover the Independent Vendor's operations or liabilities. It is the Independent Vendor's sole responsibility to obtain and maintain adequate insurance coverage to protect themselves and their business.

10. Confidentiality

i. Non-Disclosure of Confidential Information: The Independent Vendor acknowledges that during their participation in the Baqers network, they may have access to confidential information belonging to Baqers. This includes, but is not limited to, business strategies, customer data, technical specifications, financial information, and any other proprietary information disclosed by Baqers. The Independent Vendor agrees to keep all such information strictly confidential and not disclose it to any third parties without prior written consent from Baqers.

ii. Use of Confidential Information: The Independent Vendor shall only use the confidential information disclosed by Baqers for the sole purpose of fulfilling their obligations under the agreement. The Independent Vendor shall not use the confidential information for any other purpose or to gain a competitive advantage over Baqers or its affiliates. The Independent Vendor shall take all necessary precautions to prevent unauthorized access or disclosure of confidential information.

iii. Safeguarding Confidential Information: The Independent Vendor shall implement appropriate measures to protect the confidentiality, integrity, and security of the confidential information disclosed by Baqers. This includes maintaining secure storage systems, restricting access to authorized personnel only, and using reasonable efforts to prevent any unauthorized use, copying, or distribution of the confidential information.

iv. Return of Confidential Information: Upon termination or expiration of the agreement, or upon Baqers' request, the Independent Vendor shall promptly return or destroy all copies of the confidential information in their possession or control. The Independent Vendor shall provide written certification of compliance with this provision upon request by Baqers.

v. Exceptions to Confidentiality: The obligations of confidentiality shall not apply to any information that: (a) is or becomes publicly known through no fault of the Independent Vendor; (b) is already in the Independent Vendor's possession without an obligation of confidentiality; (c) is independently developed by the Independent Vendor without reference to the confidential information; or (d) is required to be disclosed by law, court order, or governmental regulation, provided that the Independent Vendor promptly notifies Baqers to enable Baqers to seek a protective order or other appropriate remedy.

vi. Survival of Confidentiality Obligations: The obligations of confidentiality shall survive the termination or expiration of the agreement. The Independent Vendor's duty to protect and maintain the confidentiality of Baqers' information shall remain in effect even after the termination of their participation in the Baqers network.

11. Termination

i. Termination Rights: Either party may terminate the agreement upon willful default by the other Party to perform any of its obligations under this Agreement if such default is not remedied within 15 (fifteen) days after a written notice by the non-defaulting Party, without prejudice to any rights and obligations which have already accrued to either party under this Agreement

ii. Termination for Convenience: Either party may terminate the agreement without cause by providing a 60 days written notice of termination to the other party within a specified notice period.

iii. Consequences of Termination: Upon termination of the agreement, the Independent Vendor shall immediately cease using Baqers' intellectual property, logos, and any other proprietary materials. The Independent Vendor shall complete all pending orders and fulfill their obligations to the extent feasible. Baqers shall compensate the Independent Vendor for any outstanding payments owed for completed and delivered orders in accordance with the agreed terms.

iv. Return of Baqers' Property: Upon termination of the agreement, the Independent Vendor shall return any property or assets of Baqers, including but not limited to equipment, marketing materials, and confidential information, in their possession or control. The Independent Vendor shall ensure that no copies or duplicates of Baqers' materials remain in their possession or control.

v. Non-Compete: Upon termination of the agreement, the Independent Vendor shall refrain from engaging in any business activities that directly compete with Baqers or offer similar cake gifting services for a 2-year period as determined. This includes refraining from joining or participating in a similar platform or network that operates in competition with Baqers.

vi. Survival of Certain Clauses: The provisions relating to confidentiality, intellectual property, liability, indemnification, and any other clauses necessary for the interpretation and enforcement of the agreement shall survive the termination or expiration of the agreement.

12. Governing Law and Jurisdiction

i. Governing Law: This agreement shall be governed by and construed in accordance with the laws of Nigeria, without regard to its conflict of laws principles. Any disputes arising out of or in connection with this agreement shall be subject to the exclusive jurisdiction of the courts of Nigeria.

ii. Jurisdiction: The parties agree that any legal action, suit, or proceeding arising out of or relating to this agreement shall be filed and conducted solely in the courts of Nigeria. The parties hereby submit to the personal jurisdiction of such courts and waive any objection based on forum non-conveniens or any other basis.

iii. Applicable Laws: The Independent Vendor agrees to comply with all applicable laws, regulations, and legal requirements of Nigeria in connection with their participation in the Baqers network. This includes, but is not limited to, compliance with local business laws, tax regulations, and consumer protection laws of Nigeria.

iv. Dispute Resolution: In the event of any dispute or disagreement arising out of or relating to this agreement, the parties shall attempt to resolve the matter amicably through good faith negotiations. The Independent Vendor hereby agrees that any claim, dispute or controversy regarding the use of the Webpage and our Services shall be resolved by final and binding arbitration and shall be governed by the Arbitration and Mediation 2023 Act.

v. Severability: If any provision of this agreement is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect to the extent permitted by law. The parties shall make reasonable efforts to replace the invalid or unenforceable provision with a valid and enforceable provision that achieves the original intent of the agreement.

vi. Entire Agreement: This agreement constitutes the entire understanding between the parties concerning the subject matter herein and supersedes all prior agreements, understandings, negotiations, and discussions, whether oral or written. Any modifications or amendments to this agreement must be made in writing and signed by both parties.

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