Merchant Marketplace Agreement

1. Introduction

This Merchant Agreement ("Agreement") is between you, the merchant ("Merchant", "you"), and Ventrix Technologies ("Ventrix", "we", "us", or "our"). By registering a storefront on the Ventrix Marketplace, you agree to be bound by this Agreement in addition to the general Marketplace Terms of Service and all other applicable policies.

This Agreement governs your rights and obligations as a seller on the Platform, including your responsibilities around product listings, order fulfilment, payment, and conduct.

2. Merchant Eligibility & Mandatory Verification

To operate an active storefront on Ventrix Marketplace, you must:

• Be at least 18 years of age or the legal age of business ownership in your jurisdiction.
• Be a legitimate business entity or an individual acting in a legitimate commercial capacity.
• Complete the mandatory Ventrix Storefront Verification process by submitting proof of business identity and valid settlement account ownership (Mobile Money or Bank Account).
• Comply with all applicable laws and regulations in the Republic of Ghana, including business registration, taxation, and consumer protection requirements.

Note: Verification is compulsory for all merchants. Unverified storefronts cannot publish product listings or accept customer transactions on the Ventrix Marketplace.

3. Subscription Plans & All-Inclusive Transaction Rates

Ventrix provides a simple, transparent all-inclusive fee structure with zero payout transfer fees. Total transaction fees cover both platform operations and payment processing:

1. Free Plan:

   • 5.0% total transaction fee per completed sale (includes platform commission and gateway payment processing). Suitable for new sellers testing the platform.

2. Plus Plan:

   • 3.5% total transaction fee per completed sale (includes platform commission and gateway payment processing). Includes priority search listing and advanced storefront customization.

3. Pro & Custom Plans:

   • 2.5% total transaction fee per completed sale (includes platform commission and gateway payment processing). Includes all multi-branch enterprise POS features and shortest escrow hold duration.

4. Zero Payout Transfer Fees:

   • Ventrix absorbs all payout transfer charges. Merchants pay GH₵ 0.00 in payout transfer fees for Mobile Money or Bank Account settlements.

Net Payout Formula:

$$\text{Net Payout Amount} = (\text{Order Subtotal} + \text{Delivery Fee}) - \text{Total Transaction Fee (5.0% / 3.5% / 2.5%)}$$

4. Escrow Hold Periods by Merchant Tier

To protect buyers against non-delivery or defective items, customer payments are held in platform escrow before disbursement to the merchant's payout account. Because all listed merchants are verified prior to store activation, hold periods are determined by subscription tier:

• Free Plan: 24-hour escrow hold after order completion.
• Plus Plan: 12-hour escrow hold after order completion.
• Pro & Custom Plans: 6-hour escrow hold after order completion.

The hold window commences immediately when the customer's 6-digit delivery verification code is entered upon delivery.

5. Product Listings & Mandatory Photo Requirement

You are solely responsible for the accuracy and legality of your product listings. All product descriptions, images, prices, and stock levels must be accurate at the time of listing.

Mandatory Photo Requirement: To maintain marketplace quality, buyer trust, and visual standards, every product listing on the Ventrix Marketplace must contain at least one clear, high-resolution product photo. Product listings missing a photo will not be published or displayed on public storefronts or marketplace search.

You must not list products that:

• Are missing a clear product photo.
• Are counterfeit, stolen, or infringe on any third party's intellectual property rights.
• Are illegal to sell or possess in Ghana.
• Are hazardous, unsafe, or not fit for sale to the general public.
• Misrepresent the nature, condition, origin, or specifications of the actual product.

Ventrix reserves the right to remove any listing that violates these requirements without notice.

6. Order Fulfilment Obligations

Upon receiving a customer order, you are obligated to:

• Confirm the order in a timely manner.
• Fulfil the order with the exact item(s) as described in the listing.
• Arrange delivery or make the item available for pickup within the timeframe communicated to the customer.
• Use the Ventrix delivery verification system to confirm delivery by requesting and entering the customer's valid 6-digit PIN at the time of delivery.

You must not mark an order as delivered without genuine completion of the delivery. The verification PIN must be requested from the customer after — not before — the customer has received and inspected the goods.

7. Prohibited Conduct

Merchants are strictly prohibited from:

• Arranging payment for goods outside of the Ventrix Marketplace for the purpose of avoiding platform fees.
• Soliciting customers to leave the Platform for future purchases.
• Issuing refunds or processing returns outside of official Platform tools.
• Making false or misleading claims in response to customer disputes.
• Engaging in any form of price manipulation, fake order creation, or review fraud.

8. Payout Account and Financial Responsibility

You must maintain an active, valid bank account or mobile money number registered in your name for payout purposes. Ventrix will not be held liable for failed payouts caused by incorrect account information provided by you.

You are responsible for declaring and paying all applicable taxes on income received through the Platform in accordance with Ghana Revenue Authority requirements. Ventrix does not withhold taxes on your behalf unless legally required to do so.

9. Account Suspension and Termination

Ventrix may suspend or terminate your merchant account if you violate this Agreement, engage in conduct harmful to customers, fail to pay fees, or receive an unusually high rate of customer disputes.

10. Contact

For questions about this Agreement, please contact us at merchant@ventryman.com.