Service Level Agreement for Vendor Partners

This Service Level Agreement ("Agreement") is made and entered into on this of [Vendor's Registration[

BETWEEN:

Rx Online Pharmacy, a Digital Platform duly inspected and Approved by Pharmacy Council of Nigeria managed by licensed Pharmacists, for Wellnext Pharmaceutical Limited, a private company duly incorporated under the laws of the Federal Republic of Nigeria, with its registered office at (hereinafter referred to as (Rx Online Pharmacy"), which expression shall, where the context so admits, include its successors-in-title and assigns of the one part;

AND:

[Vendor's Name], a duly registered pharmaceutical company, with its registered office at [Vendor Company Address] (hereinafter referred to as the "Vendor"), which expression shall, where the context so admits, include its successors-in-title and assigns of the other part.

(Rx Online Pharmacy and the Vendor are hereinafter collectively referred to as the "Parties" and individually as a "Party").

Preamble

WHEREAS:

A. Rx Online Pharmacy operates a digital e-commerce platform and a network of physical "Digital Hubs" designed to facilitate the marketing, sale, and distribution of pharmaceutical products to customers across Nigeria.

B. The Vendor is a pharmaceutical company duly licensed and in good standing with the Pharmacists Council of Nigeria (PCN) and represents that its products are registered with the National Agency for Food and Drug Administration and Control (NAFDAC).

C. The Vendor wishes to list its pharmaceutical products for sale on the Rx Online Pharmacy platform and supply such products to Rx Online Pharmacy for onward sale to customers, in accordance with the terms and conditions set forth in this Agreement.

D. Rx Online Pharmacy has agreed to list the Vendor's products and for customers to purchase online, based on the Vendor's representations of competence, regulatory compliance, and ability to meet the service levels defined herein.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1.0 Definitions and Interpretation

For the purposes of this Agreement, the following terms shall have the meanings ascribed to them below. This section is foundational to the operational and legal integrity of the partnership, ensuring that key actions, states, and responsibilities are understood without ambiguity.

●       "Agreement": Refers to this Service Level Agreement, inclusive of all its clauses, schedules, and any future amendments agreed upon in writing by both Parties.

●       "Business Day": Any day from Monday to Saturdays, excluding public holidays officially recognized in the Federal Republic of Nigeria.

●       "Confidential Information": Encompasses all non-public information, whether commercial, financial, technical, or otherwise, disclosed by one Party to the other. This includes, but is not limited to, business strategies, customer data, pricing structures, and the terms of this Agreement itself.

●       "Digital Hub": A designated physical facility operated by or on behalf of Rx Online Pharmacy. This facility serves as the central point for receiving, inspecting, and accepting Product deliveries from the Vendor before they are entered into Rx Online Pharmacy's inventory for sale. Located at 9 Egbe Road beside Lotus Bank, Okeafa Isolo, Jakande gate Lagos

●       "Hub Acceptance": The formal, documented confirmation by Rx Online Pharmacy that a delivered Product has successfully passed the Quality Control Check at the Digital Hub. This action signifies the transfer of title and risk of loss for the Product to Rx Online Pharmacy and is the definitive trigger for the payment obligation.

●       "Hub Rejection": The formal notification issued by Rx Online Pharmacy to the Vendor when a delivered Product fails the Quality Control Check. This signifies that the Product is not accepted into inventory, and title and risk of loss remain with the Vendor.

●       "NAFDAC": The National Agency for Food and Drug Administration and Control of Nigeria, the primary regulatory body for food and drug products in the country.

●       "NAFDAC Registration Number": The unique identification number assigned by NAFDAC to a specific pharmaceutical product upon its successful registration, signifying its approval for sale and use in Nigeria.

●       "PCN": The Pharmacists Council of Nigeria, the regulatory body governing the practice of pharmacy and the registration of pharmacists and pharmaceutical premises in Nigeria.

●       "Product": Any pharmaceutical product, medicine, medical device, or related item listed by the Vendor on the Rx Online Pharmacy platform for supply under this Agreement.

●       "Purchase Order (PO)": A formal request issued by Rx Online Pharmacy to the Vendor, detailing the specific Products and quantities to be delivered to a designated Digital Hub.

●       "Quality Control Check (QCC)": The systematic inspection and verification process conducted by authorized Rx Online Pharmacy personnel upon the arrival of Products at the Digital Hub. The QCC is designed to confirm compliance with all stipulated requirements of this Agreement.

●       "Shelf Life": The time period between a Product's date of manufacture and its designated expiration date, during which it is expected to remain effective and safe for use.

●       "Vendor Portal": The secure online interface provided by Rx Online Pharmacy, through which the Vendor manages its Product listings, updates inventory levels, sets the Vendor Price, and accesses Purchase Orders and performance reports. www.rxonlinepharmacy.com.ng and all its social media handle .

●       "Vendor Price": The price per unit, exclusive of any markup by Rx Online Pharmacy, at which the Vendor agrees to sell a Product. This price forms the basis for all payments made by Rx Online Pharmacy to the Vendor for accepted Products.

The distinction between simple physical delivery and the formal "Hub Acceptance" is a cornerstone of this Agreement. While the user query specified payment upon "receipt," this creates significant commercial risk. Rx Online Pharmacy could be legally obligated to pay for goods that are incorrect, damaged, or non-compliant the moment they arrive. By defining "Hub Acceptance" as the successful outcome of the QCC, the payment obligation is correctly tied not to the physical act of delivery, but to the verification that the delivered goods meet the contractually agreed-upon standards. This protects Rx Online Pharmacy's financial interests and enforces the quality standards essential to the pharmaceutical supply chain.

2.0 Scope of Agreement and Vendor Services

This Agreement governs the B2B relationship wherein the Vendor acts as a supplier of Products to Rx Online Pharmacy. The Vendor's services are integral to the platform's ability to offer a wide range of authentic and compliant pharmaceutical products. The scope of services provided by the Vendor shall include, but not be limited to:

●       Product Listing Management: The Vendor shall utilize the Vendor Portal to create, maintain, and update listings for all Products it intends to supply. This includes providing accurate, comprehensive, and high-quality product information, images, and regulatory details.

●       Inventory Management: The Vendor is solely responsible for declaring and maintaining accurate stock levels for each listed Product on the Vendor Portal. This ensures that Purchase Orders issued by Rx Online Pharmacy are based on real-time availability, preventing fulfillment failures.

●       Order Fulfillment to Digital Hub: Upon receipt of a Purchase Order, the Vendor shall prepare, package, and arrange for the delivery of the specified Products to the designated Rx Online Pharmacy Digital Hub within the agreed timeframes.

●       Quality and Compliance Adherence: The Vendor shall ensure that all Products supplied under this Agreement strictly conform to the quality, regulatory, and packaging standards detailed herein.

3.0 Vendor Onboarding and Pre-requisites

To be eligible and remain a partner on the Rx Online Pharmacy platform, the Vendor must meet and continuously maintain the following mandatory pre-requisites. These conditions are non-negotiable and form the basis of the trust and safety required in the pharmaceutical sector.

3.1 Corporate and Regulatory Standing

The Vendor represents and warrants that it is a legally registered corporate entity in the Federal Republic of Nigeria and holds a valid, current registration and annual operating license for its premises from the PCN. The Vendor shall provide certified copies of these documents upon the execution of this Agreement and upon request at any time during its term.

3.2 Product Eligibility and Registration

The Vendor represents and warrants that every individual Product listed on the platform has a valid and current registration with NAFDAC. The correct NAFDAC Registration Number for each Product must be accurately entered into the corresponding field on the Vendor Portal. Rx Online Pharmacy reserves the right to independently verify these numbers and delist any Product found to be non-compliant.

3.3 Minimum Shelf Life Requirement

The Vendor represents and warrants that no Product will be delivered to the Digital Hub with less than twelve (12) months of remaining Shelf Life. This is a critical requirement to ensure that end-customers receive products with adequate time for use and to minimize inventory obsolescence. Any Product delivered in breach of this clause will result in an automatic Hub Rejection.

3.4 Trademark and Brand Authorization

The Vendor represents and warrants that it is the legal owner of the Products or has procured them through legitimate and authorized channels directly from the trademark owners or their officially appointed distributors. The Vendor confirms it possesses the unequivocal legal right to sell these Products in Nigeria. Rx Online Pharmacy may, at its discretion, request documentary evidence of the supply chain or authorization to sell, and the Vendor agrees to provide such proof promptly.

4.0 Operational Workflow: From Listing to Payment

The operational workflow is designed to ensure efficiency, transparency, and quality control at every stage of the B2B supply process. This process differs fundamentally from direct-to-consumer models by inserting a critical quality gate at the Digital Hub.

4.1 Product Listing and Information

The Vendor is solely responsible for uploading and maintaining accurate Product information on the Vendor Portal. This includes the official product name, a detailed description, high-resolution images, the correct NAFDAC Registration Number, and the Vendor Price.

4.2 Inventory Management

The Vendor shall use the Vendor Portal to declare the quantity of each Product it has available for supply. This information must be updated in near real-time to reflect the Vendor's current stock position. Inaccurate inventory reporting that leads to fulfillment failures may impact the Vendor's performance rating.

4.3 Order Fulfillment Process (Delivery to Hub)

1.     Based on platform demand and inventory levels, Rx Online Pharmacy site generates and transmit Purchase Orders to the Vendor via the Vendor Portal to their registered email

2.     The Vendor shall acknowledge receipt of the PO and prepare the specified Products for delivery.

3.     The Vendor shall bear the full cost and responsibility for the logistics of delivering the Products to the designated Rx Online Pharmacy Digital Hub. This includes transportation, insurance, and any associated charges.

4.4 Quality Control and Acceptance at the Digital Hub

1.     Upon arrival at the Digital Hub, every delivery will be subject to a mandatory QCC by Rx Online Pharmacy personnel.

2.     The QCC will verify, at a minimum: (a) the accuracy of the delivered items against the PO; (b) the integrity of the packaging (no damage, tampering, or broken seals); (c) the validity of the NAFDAC registration; and (d) strict compliance with the 12-month minimum Shelf Life requirement.

3.     Products that successfully pass the QCC will be formally designated with "Hub Acceptance." It is at this precise moment that the legal ownership and responsibility for the goods transfer. The agreement explicitly states that Title and risk of loss for the Products shall pass from the Vendor to Rx Online Pharmacy only upon Hub Acceptance. This clause is critical for liability management. For instance, if goods are damaged during unloading at the hub but before the QCC is complete, the loss remains with the Vendor. If they are damaged after Hub Acceptance, the loss is borne by Rx Online Pharmacy. This clarity prevents potential disputes over liability at the crucial handover point.

4.     Products that fail any aspect of the QCC will be subject to "Hub Rejection." The Vendor will be notified immediately through the Vendor Portal, with details of the reason for rejection. The Vendor is responsible for arranging the collection of all rejected Products from the Digital Hub at its own expense within three (3) Business Days of notification.

4.5 Payment Trigger

The obligation for Rx Online Pharmacy to make payment for any Product is triggered exclusively and automatically by that Product receiving "Hub Acceptance." No payment will be due for Products that are subject to Hub Rejection.

5.0 Obligations of the Parties

This section outlines the specific duties and responsibilities of each Party, adapting the structure from established industry agreements to fit the unique hub-based model.

5.1 Vendor Obligations

The Vendor shall:

●       At all times, maintain in full force and effect all necessary licenses and registrations from the PCN and NAFDAC.

●       Ensure 100% accuracy of all information provided on the Vendor Portal, including Product details, pricing, and inventory levels.

●       Package all Products for transport to the Digital Hub in a manner that is secure, compliant with pharmaceutical handling standards, and prevents damage or contamination.

●       Bear all costs, risks, and responsibilities associated with the delivery of Products to the Digital Hub.

●       Cooperate fully and in good faith with the QCC process and provide any required information promptly.

●       Promptly collect any Products subject to Hub Rejection as per the stipulated timeline.

●       Designate a primary contact person (liaison) for all official communications related to the implementation and management of this Agreement.

5.2 Rx Online Pharmacy Obligations

Rx Online Pharmacy shall:

●       Maintain the operational functionality and security of the Rx Online Pharmacy platform and the Vendor Portal.

●       Operate the Digital Hubs in a professional, secure, and compliant manner suitable for the handling of pharmaceutical products.

●       Conduct all QCCs in a fair, consistent, and timely manner, based on the criteria set forth in this Agreement.

●       Process and remit payment for all Products that have received Hub Acceptance in accordance with the payment terms defined in Section 7.0.

●       At its sole discretion, determine and apply a markup to the Vendor Price before displaying the final selling price to customers on the platform.

●       Designate a primary contact person (liaison) for all official communications with the Vendor.

6.0 Service Level Commitments and Performance Metrics

To ensure the highest level of service and reliability, the Vendor's performance will be measured against the following Key Performance Indicators (KPIs). These metrics are specifically designed for a B2B supply chain model, focusing on the Vendor's core responsibilities of data accuracy, inventory reliability, and compliant delivery. This approach transforms general obligations into measurable and enforceable standards, allowing for objective performance management.

7.0 Pricing, Markup, and Payment Terms

The financial framework is designed for clarity and promptness, directly linking payment to the successful acceptance of goods.

7.1 Vendor Pricing

The Vendor shall set and maintain its Vendor Price for each Product via the Vendor Portal. This price represents the full amount payable by Rx Online Pharmacy to the Vendor for one unit of an accepted Product.

7.2 Rx Online Pharmacy Markup

Rx Online Pharmacy shall, in its sole and absolute discretion, determine the markup to be added to the Vendor Price. The resulting final price is what will be displayed to customers on the platform. The Vendor acknowledges and agrees that it has no claim, right, or influence over the markup or the final selling price.

7.3 Invoicing and Payment

Upon Hub Acceptance of a Product or a consolidated delivery, an automated payment process is initiated. Rx Online Pharmacy agrees to remit payment for all accepted Products, calculated based on the Vendor Price at the time the PO was issued. Payment shall be made within same Day of Hub Acceptance to the Vendor's bank account as specified in Schedule A.

7.4 Reconciliation

Rx Online Pharmacy site has an auto reconciliation to track how customers are doing on their range of product where required will provide the Vendor with access to a monthly reconciliation statement via the Vendor Portal. This statement will detail all deliveries, Hub Acceptances, Hub Rejections, and corresponding payments made during the period. Payment is done immediately not later than sane day the product is delivered.

8.0 Quality Assurance and Regulatory Compliance

The integrity of the pharmaceutical supply chain is paramount. This section reinforces the Vendor's absolute responsibility in this regard.

●       The Vendor bears the ultimate, primary, and non-delegable responsibility for the authenticity, safety, efficacy, and overall quality of every Product it supplies.

●       The Vendor must ensure that all its operations, including sourcing, storage, and handling of Products, strictly adhere to all applicable regulations, guidelines, and standards of Good Pharmaceutical Practice as stipulated by the PCN and NAFDAC.

●       The QCC conducted by Rx Online Pharmacy at the Digital Hub is a secondary verification step and does not, in any way, diminish or substitute the Vendor's primary quality assurance obligations. The Vendor remains fully liable for any product defects or issues, regardless of whether the Product received Hub Acceptance.

9.0 Representations and Warranties

The Vendor makes the following representations and warranties, which are continuous in nature and shall be deemed to be repeated on each day this Agreement is in effect:

●       It has the full legal right, power, and authority to enter into, execute, and perform its obligations under this Agreement.

●       It is, and will remain, in full compliance with all applicable laws and regulations of the Federal Republic of Nigeria, particularly those issued by the PCN and NAFDAC.

●       All information, documentation, and data provided to Rx Online Pharmacy, whether on the Vendor Portal or otherwise, is true, accurate, current, and complete.

●       All Products supplied are authentic, not counterfeit, have been sourced from legitimate channels, and do not infringe upon the intellectual property rights of any third party.

●       The Products are fit for their intended purpose, are not adulterated, misbranded, or expired, and have been stored and handled under appropriate conditions prior to delivery.

10.0 Indemnification and Limitation of Liability

To manage risk effectively, this section establishes clear lines of liability.

10.1 Indemnification by Vendor

The Vendor shall indemnify, defend, and hold harmless Rx Online Pharmacy, its directors, officers, employees, and agents from and against any and all claims, liabilities, losses, damages, costs, and expenses (including reasonable legal fees) arising out of or related to:

●       Any breach of the Vendor's representations, warranties, or obligations under this Agreement.

●       Any product liability claim, including but not limited to, injury, illness, or death alleged to have been caused by a Product supplied by the Vendor.

●       Any claim that a Product infringes upon the patent, trademark, or other intellectual property rights of a third party.

●       Any regulatory investigation, fine, or penalty imposed on Rx Online Pharmacy as a result of the Vendor's non-compliance with applicable laws or regulations.

10.2 Limitation of Liability

Except in cases of gross negligence or willful misconduct, the total liability of Rx Online Pharmacy to the Vendor under this Agreement shall be limited to the total value of the Vendor Prices for Products that received Hub Acceptance in the three (3) months preceding the event giving rise to the claim.

11.0 Product Recall and Rejection Policy

This policy governs the B2B handling of non-conforming goods, a critical process not covered by standard customer-facing return policies.

11.1 Hub Rejection

As detailed in Section 4.4, Products subject to Hub Rejection must be collected by the Vendor at its own expense within three (3) Business Days. If the rejected Products are not collected within this timeframe, Rx Online Pharmacy reserves the right to dispose of them in a compliant manner, and the Vendor will be liable for any associated disposal costs.

11.2 Product Recall

In the event of a mandatory or voluntary recall of any Product initiated by NAFDAC, the manufacturer, or the Vendor itself, the Vendor shall:

1.     Immediately notify Rx Online Pharmacy in writing with all relevant details, including batch numbers and the reason for the recall.

2.     Bear sole responsibility for all costs and logistics associated with the recall. This includes retrieving the affected Product from Rx Online Pharmacy's Digital Hub(s), inventory, and, if necessary, from end-customers.

3.     Provide a full refund to Rx Online Pharmacy for all recalled Products that had previously received Hub Acceptance or provide compliant replacement stock, at Rx Online Pharmacy's discretion.

12.0 Term, Termination, and Consequences of Termination

This section adopts a standard, robust framework for the duration and dissolution of the partnership.

12.1 Term

This Agreement shall commence on the effective date and continue for an initial period of twelve (12) months. Thereafter, it shall be automatically renewed for successive twelve-month periods unless terminated by either Party in accordance with the provisions herein.

12.2 Termination

●       Termination for Convenience: Either Party may terminate this Agreement without cause by providing the other Party with at least thirty (30) days' written notice.

●       Termination for Cause: Either Party may terminate this Agreement with immediate effect upon written notice if the other Party:

○       Commits a material breach of this Agreement and fails to remedy it within fourteen (14) days of receiving written notice of the breach.

○       Becomes insolvent, ceases trading, or is subject to bankruptcy or receivership proceedings.

○       Fails to meet the target for the "Quality Control Pass Rate" or "Compliance Documentation" KPIs for two consecutive months.

○       Has its PCN or other critical operational license suspended or revoked.

12.3 Consequences of Termination

Upon termination of this Agreement for any reason, the Vendor shall promptly cease all use of the Vendor Portal. All outstanding payment obligations for Products that received Hub Acceptance prior to termination shall be settled. The Vendor must return all of Rx Online Pharmacy's Confidential Information, and the confidentiality and indemnification clauses shall survive the termination of this Agreement.

13.0 Confidentiality

Both Parties agree to maintain the strict confidentiality of all non-public information received from the other Party during the course of this Agreement. Neither Party shall disclose such Confidential Information to any third party without the prior written consent of the other, except where required by law, a court of competent jurisdiction, or a regulatory authority. This obligation shall survive the termination of this Agreement for a period of five (5) years.

14.0 Dispute Resolution

The Parties agree to resolve any dispute arising from this Agreement amicably and professionally, following a structured, tiered approach.

1.     Informal Discussion: The Parties shall first attempt to resolve the dispute through informal discussions between their designated liaisons for a period of fifteen (15) days.

2.     Executive Escalation: If the dispute remains unresolved, it shall be escalated to the Chief Executive Officers (or their equivalents) of both Parties for resolution within thirty (30) days.

3.     Arbitration: If the dispute cannot be resolved through executive escalation, it shall be finally and exclusively settled by arbitration in Lagos, Nigeria, in accordance with the Arbitration and Conciliation Act (Cap A18) Laws of the Federation of Nigeria 2004. The decision of the arbitral panel shall be final and binding on both Parties.

15.0 General Provisions

●       Force Majeure: Neither Party shall be liable for any failure or delay in performance due to causes beyond its reasonable control, including but not limited to acts of God, war, terrorism, pandemics, or governmental action.

●       Notices: All notices required under this Agreement shall be in writing and sent to the registered office addresses of the Parties or via official email channels designated by the liaisons.

●       Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the Federal Republic of Nigeria.

●       Assignment: The Vendor may not assign or transfer any of its rights or obligations under this Agreement without the prior written consent of Rx Online Pharmacy.

●       Entire Agreement and Amendment: This Agreement constitutes the entire understanding between the Parties and supersedes all prior discussions. Any amendment must be in writing and signed by authorized representatives of both Parties.

●       Severability: If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed by their duly authorized representatives as of the date first above written.

For and on behalf of (Rx Online Pharmacy):

Name: Designation: Date:

For and on behalf of (Vendor):

Name: Designation: Date:

Schedule A: Vendor Information and Designated Bank Account Details

Schedule B: Digital Hub Locations and Operating Hours

(To be provided and updated by Rx Online Pharmacy as applicable)

1.     Lagos Hub:

○       Address: [9 Egbe Road Okeafa Isolo Lagos]

○       Operating Hours: 9:00 AM – 6:00 PM, Monday - Saturday

2.     Abuja Hub:

○       Address: [In view]

○       Operating Hours: 9:00 AM – 4:00 PM, Monday - Saturday