Grova Seller Agreement

1What this agreement does

You sell your own goods to buyers through Grova. We are the marketplace, not the owner of your stock. Title to your goods passes directly from you to the buyer.

You are an independent business. This agreement does not create an employment relationship, a partnership, a joint venture, or an agency between us, and neither of us may hold the other out as having authority to bind them.

Separately from this agreement, Grova sometimes buys goods outright and resells them in its own name. Where that happens it is covered by a purchase order between us, not by this agreement.

2Becoming a verified seller

2.1 Verification tiers

You must complete verification before any listing goes live. What you must provide depends on what you intend to sell.

You may only list in categories your tier permits. Seed requires tier 3. Grow kits and living plant material require tier 2.

2.2 Bank account

The bank account you nominate must be in the same name as your verified identity or registered business. We do not pay out to third-party accounts, and no exception is made for family members, staff or partners.

That account is registered with our payment provider (currently Paystack) as your payout account, and the name on it is checked with your bank. We keep only its last four digits; the full number is held by the payment provider.

If you change your bank details, your account returns to pending verification and your listings are deactivated until the new account is verified.

2.3 Keeping verification current

You must keep every licence, registration and permit valid for as long as you list goods that require it, and give us evidence on request. Tell us within 5 business days if any of them lapses, is suspended or is revoked.

We re-verify sellers annually. If verification expires or a required licence lapses, your listings are deactivated until it is restored.

2.4 Accuracy

Everything you tell us at signup and afterwards must be true and current. Providing false identity, business or licensing information ends this agreement immediately and may be reported to the relevant authority.

3Your listings

3.1 Accuracy

Describe each product accurately — species, variety, size, condition, age, pack size, and any treatment applied. Keep stock levels current. Do not list goods you do not have or cannot supply.

3.2 Germination and performance claims

State a germination rate only where you have tested it and can produce the test record. Any figure you publish is presented to buyers as a controlled test result, not as a promise about their growing conditions, and you must be able to substantiate it if asked.

Do not describe plant material as certified, improved, hybrid, grafted or disease-free unless it is.

3.3 Toxicity and safety

Disclose where a plant is harmful to humans or domestic animals. Buyers filter on this, and an undisclosed toxic plant sold into a household with children or pets is a serious matter.

3.4 Prohibited goods

You must not list anything set out in section 2 of the Acceptable Use Policy. That includes cannabis and other controlled plants, CITES-listed species without valid permits, agrochemicals not registered with NAFDAC, and seed misrepresented as to variety, origin or treatment.

Checking whether a species you list is CITES-listed is your responsibility. Several commonly traded ornamentals are.

3.5 Content licence

You keep ownership of your listing text and images. You grant us a non-exclusive, royalty-free licence to host, display, reproduce and adapt them for operating and promoting the marketplace, including after a listing is removed where we need it for order records. You confirm you have the right to grant this and that the content infringes nobody else's rights.

4Orders and fulfilment

4.1 Accepting orders

An order placed through Grova is a contract between you and the buyer for the goods. You must fulfil accepted orders. Persistent cancellation for reasons within your control is grounds for suspension.

4.2 Dispatch

Dispatch within the timeframe stated on your listing, and within 3 business days at the outside. Orders placed before 12:00 noon on a business day are processed the same day.

4.3 Live plants and seedlings

• Dispatch live goods Monday to Thursday only, so nothing sits in transit over a weekend.
• Live goods may only be sold for delivery to Lagos and Abuja.
• Seedlings sold as container-ready must be hardened for container growing, not lifted from a field bed. This is the product, not a detail.
• Pack with drainage, support and moisture protection appropriate to the species.

4.4 Carriers

Where you despatch directly, you choose the carrier and remain responsible to Grova for the goods arriving in the condition described. The buyer's contract is with Grovamarket Ltd, so delivery problems come to us — not to you from the buyer directly, and not from you back to the buyer.

4.5 Communication

Respond to buyer enquiries passed to you within 2 business days. Do not contact buyers outside the platform except as needed to complete an order, and do not use their details for marketing.

5Price, commission and settlement

5.1 Your price

You set your prices. The price shown at checkout is what the buyer pays; you may not charge any additional amount, or ask the buyer to pay you outside the platform.

5.2 Commission

We charge commission of 8% of the item price on each completed sale, as set out in Schedule 1. We charge no commission on delivery and no listing fee. We may change these on 30 days' written notice, and you may terminate before the change takes effect if you do not accept it.

5.3 How you are paid

Payments are split at the moment of transaction. When a buyer pays, your share — the item price less our commission, and less anything kept back under clause 6.8 — goes to your payout account, and our commission goes to us. The payment provider's processing fee is shared between you and us in proportion to what each of us receives.

Grova does not hold, control or manage your money at any point. We operate no escrow, no wallet, and no stored balance. Until you have a payout account and have accepted this agreement, buyers cannot buy what you list, because there would be nowhere to send your share.

Payout timing. For your first 90 days, and until you have completed 10 orders with no upheld claim (whichever is later), we ask the payment provider to pay your share out weekly rather than on its standard next-business-day cycle. Your dashboard always shows the schedule the payment provider actually applies to your account. While a payout is waiting, the money is held by the payment provider, not by Grova.

5.4 Taxes

You are responsible for your own taxes, including VAT where you are required to account for it, and for any withholding that applies to your sales. Our commission is exclusive of VAT where VAT applies.

6Returns, claims and recovery

This is the part sellers most often get caught by, so read it carefully.

6.1 We decide claims

All buyer claims and disputes are mediated by Grova. You do not decide them, and buyers are never referred to you to resolve a complaint. You have 2 business days to respond to a claim with evidence. We decide within 3 business days of your response, or of that window expiring.

6.2 What buyers may claim for

6.3 What buyers may not claim for

Growing outcomes are excluded. Neither you nor Grova is liable because seed did not germinate, a plant did not fruit, or a harvest disappointed. Those depend on watering, light, medium, pests and daily care that nobody can verify after delivery. This protects you as much as us.

6.4 When a claim is upheld

Where we decide in the buyer's favour, Grova refunds the buyer directly and immediately. The buyer is refunded whether or not we recover from you.

Because your share was paid to you when the buyer paid, the refund comes out of Grova's own balance. Your part of it — the refunded amount less the commission we earned on it, which we give back rather than charge you for — then becomes a debt owed by you to Grovamarket Ltd, recovered as set out in clause 6.8. Because we hold none of your money, this is a contractual debt rather than a deduction from funds in our hands.

You may ask us once to review a decision, with new evidence, within 5 business days of being told of it.

6.5 When you do not bear the cost

You do not bear the cost where the fault was ours or the carrier's on an order we fulfilled, where the buyer simply changed their mind on an item you described accurately and we chose to accept the return anyway, or where we decide the claim against the buyer.

6.6 Chargebacks and other payment-provider debits

Our payment provider may take back from Grova's own balance the amount of a chargeback, a refund or a chargeback fee on an order of yours — including after your share of that payment has already been paid to you. Whatever is taken back on your items, less the commission we earned on them, is a debt owed by you to Grovamarket Ltd, together with your share of any chargeback fee in proportion to your share of the payment. This applies however the chargeback is decided, and it is recovered as set out in clause 6.8.

We will tell you as soon as a chargeback is raised, and give you the opportunity to provide evidence before we respond. You do not bear a chargeback where we failed to respond to it in time, or on an order we fulfilled ourselves.

6.7 Claim rate

We monitor claim rates by seller. A rate materially above the platform average is grounds for review, and for suspension where it does not improve.

6.8 How we recover what you owe

We recover a debt under clause 6.4 or 6.6 in this order:

1. Set-off. We keep it back from your share of your later sales, paying you less of each sale until it is cleared.
2. Invoice. If any of it is still owed 30 days after it arose, we invoice you for the balance, payable by bank transfer within 14 days. Set-off continues in the meantime.
3. Suspension. If the invoice is unpaid on its due date, your goods are taken off sale and we ask our payment provider to hold your payouts until it is paid. The held payouts remain yours, and the suspension lifts as soon as the amount is cleared.
4. Collection. If it is still unpaid 30 days after the due date, we may refer it for collection or legal proceedings, and you will also owe our reasonable legal costs of recovering it.

No interest is charged on any amount you owe. These steps apply whether or not you have later sales, we tell you at each one, and they continue after this agreement ends.

7Data protection

Buyer details are provided to you only to fulfil the order. You must not use them for marketing, add them to a mailing list, sell or share them, or keep them longer than your tax and record-keeping obligations require.

You must comply with the Nigeria Data Protection Act 2023 in respect of any personal data we pass to you, keep it secure, and tell us within 24 hours of becoming aware of any breach affecting it.

8Your warranties

You confirm that, for as long as this agreement lasts:

• you have the right to sell everything you list, and it is not stolen, counterfeit or infringing
• you hold every licence, registration and permit your goods require
• your listings are accurate and not misleading
• your goods are of satisfactory quality, fit for purpose, and comply with Nigerian law and applicable standards
• you comply with the Acceptable Use Policy, Shipping Policy and Returns and Refunds Policy as they apply to sellers

9Indemnity

You will indemnify Grovamarket Ltd against claims, losses, fines and reasonable legal costs arising from your breach of this agreement, from goods you supplied, from a regulatory action caused by your goods or your licensing, or from a third party's claim that your listing content or goods infringe their rights.

This survives termination.

10Liability

Neither of us excludes liability for death or personal injury caused by negligence, for fraud, or for anything else that cannot lawfully be excluded.

Subject to that, and except for your indemnity in clause 9 and amounts you owe under clause 6:

• neither of us is liable for indirect or consequential loss, loss of profit, loss of anticipated savings, or loss of goodwill
• our total liability to you in any 12-month period is limited to the commission we earned from your sales in that period

We do not guarantee any volume of sales, continuous availability of the platform, or any particular search placement.

11Suspension and withheld settlement

We may suspend your account, remove listings, or ask the payment provider to hold settlement of a specific transaction where we reasonably suspect fraud, misrepresentation, counterfeit or unlicensed goods, a safety risk, or a serious breach of this agreement.

We will tell you why, and restore access promptly if the concern is resolved. A hold under this clause applies to a specific transaction under investigation — it is not a general right to hold your funds, and we will not use it as one.

Separately, clause 6.8 suspends your account while an invoice for money you owe is overdue. That is the only other time we ask for your payouts to be held, and the money held remains yours.

12Term and ending this agreement

This agreement starts when you accept it and continues until ended.

• You may close your account at any time on 14 days' notice, once every open order is fulfilled or refunded.
• We may end this agreement on 30 days' notice without reason, or immediately for a serious or repeated breach, for false verification information, or where a required licence has lapsed.

On termination you must fulfil or refund every open order. Clauses 6, 7, 9, 10 and 14 continue to apply afterwards, and we may keep records as long as our legal and tax obligations require.

13Changes

We may change this agreement or the policies it incorporates. We will give you at least 30 days' notice of a material change. A new version applies to you once you accept it in your seller dashboard; until you do, buyers cannot buy what you list. If you do not accept it, you may close your account under clause 12.

Each version is numbered and dated, and the version you accepted is recorded against your account.

14Disputes and governing law

If we disagree, both of us will first try to resolve it by discussion between people with authority to settle it, within 30 days of written notice.

This agreement is governed by the laws of the Federal Republic of Nigeria, and the courts of the Federal Capital Territory, Abuja have exclusive jurisdiction.

Nothing here limits your rights or ours under the Federal Competition and Consumer Protection Act 2018 or any other law that cannot be contracted out of.

15General

• Force majeure. Neither of us is liable for failure caused by an event beyond reasonable control, including flooding, security incidents, power or network failure, industrial action, or carrier failure. Obligations resume when the event ends.
• Assignment. You may not assign this agreement without our written consent. We may assign it to a group company or a buyer of the business.
• Severability. If a clause is unenforceable, the rest continues in force.
• Entire agreement. This agreement and the policies it incorporates are the whole agreement between us about selling on Grova.
• Notices. To you, at the email on your account. To us, at hello@grova.africa or the registered address above.

Schedule 1 — Commission and fees

Schedule 2 — Service levels

Contact

hello@grova.africa · 0805 955 8734 (+234 805 955 8734) · WhatsApp +234 805 955 8734

Report a policy violation: alerts@grova.africa

772 New Site Estate, Lugbe, FCT, Abuja

Support hours: 10:00–15:00, Monday to Friday (excluding public holidays)