Vendor Agreement

WORKKE VENDOR AGREEMENT

Effective Date: June 27, 2026

Last Updated: August 10, 2026

1. Introduction

This Vendor Agreement ("Agreement") sets out the rights, responsibilities, and obligations of Vendors using the WorkKE platform ("WorkKE", "we", "our", or "us").

This Agreement applies to freelancers, cybercafés, businesses, merchants, digital product creators, trainers, consultants, agencies, service providers, and any other individual or organization offering products or services through WorkKE ("Vendor", "you", or "your").

By registering as a Vendor, creating a Store, publishing a listing, submitting a proposal, accepting an order, selling a product or service, or receiving payment through WorkKE, you acknowledge that you have read, understood, and agree to this Agreement together with the WorkKE:

• Terms of Service;
• Privacy Policy;
• Acceptable Use Policy;
• Wallet & Payments Policy; and
• any other applicable policies published on the Platform.

Where a specific WorkKE policy applies to a particular service, product, payment method, or feature, that policy forms part of your agreement with WorkKE.

2. Vendor Eligibility

To become or remain a Vendor, you must:

• be at least eighteen (18) years old or have legal authority to operate on behalf of an eligible business;
• provide accurate, complete, and current information;
• successfully complete identity verification where required;
• have the legal right to provide the products or services you offer;
• comply with applicable laws and regulations;
• maintain accurate account and payment information; and
• comply with WorkKE policies.

WorkKE may approve, reject, restrict, suspend, or terminate Vendor accounts where reasonably necessary to protect Users, payment providers, the Platform, or comply with applicable requirements.

3. Identity Verification (KYC)

WorkKE operates a risk-based identity verification process.

Depending on your business category, transaction activity, transaction value, payment activity, applicable requirements, or assessed risk, WorkKE may request:

• National ID or Passport;
• selfie or live identity verification;
• verified mobile phone number and email address;
• KRA PIN;
• business registration documents;
• bank or M-PESA details;
• proof of address;
• proof of ownership or authority to operate a business; or
• additional documentation reasonably required for verification, fraud prevention, payment processing, or compliance.

WorkKE may request additional verification before approving listings, enabling Store features, processing payouts, increasing transaction limits, or allowing continued use of the Platform.

Failure to complete required verification may result in delayed payouts, restrictions, suspension, or termination.

4. Vendor Responsibilities

Vendors agree to:

• provide products and services professionally and in good faith;
• publish accurate and complete listings;
• maintain transparent pricing;
• deliver within agreed or advertised timelines;
• respond reasonably to customer enquiries;
• honour accepted orders unless properly cancelled;
• provide products that match their descriptions;
• comply with applicable intellectual property rights;
• maintain appropriate customer service;
• protect customer information;
• cooperate with legitimate disputes and investigations;
• use WorkKE's authorized payment systems where required; and
• comply with applicable law and WorkKE policies.

Vendors are responsible for the legality, quality, safety, accuracy, licensing, and delivery of products or services they provide.

5. Listings and Marketplace Standards

Listings must:

• accurately describe the product or service;
• clearly state applicable pricing;
• describe material delivery timelines or conditions;
• use original, licensed, or authorized images and Content;
• disclose material limitations or requirements;
• avoid deceptive pricing;
• avoid false or misleading claims;
• respect intellectual property rights; and
• comply with applicable WorkKE policies.

Vendors must not manipulate listings, prices, discounts, reviews, availability, or other information to mislead Users.

WorkKE may reject, modify, restrict, suspend, or remove listings that violate applicable policies or create marketplace, legal, security, or financial risk.

6. WorkKE Digital Stores

WorkKE may allow eligible Vendors to create digital storefronts ("Stores") through which they can offer approved products and services.

Vendors operating Stores remain responsible for all listings, Content, products, licences, customer service, and transactions associated with their Store.

Creating a Store does not create an employment, agency, partnership, franchise, or joint venture relationship between WorkKE and the Vendor.

WorkKE may establish Store eligibility requirements, categories, limits, quality standards, verification requirements, and other marketplace controls.

Unless WorkKE expressly enables physical product sales, WorkKE Stores are limited to eligible digital products and services.

7. Digital Products

Subject to WorkKE approval and applicable policies, eligible digital products may include:

• eBooks and guides;
• templates;
• business resources;
• graphics and design assets;
• photographs and digital media;
• educational materials;
• downloadable documents;
• website or application templates;
• software and source-code products;
• digital tools;
• training resources; and
• other approved downloadable or electronically delivered products.

WorkKE may determine which product categories are permitted.

8. Ownership and Authorization to Sell

Vendors may only sell digital products where they:

• own the applicable intellectual property;
• created the product;
• have a licence permitting resale or distribution; or
• otherwise have legal authorization to sell the product.

Vendors must not sell or distribute:

• pirated Content;
• stolen digital products;
• unauthorized copies of books or eBooks;
• illegally copied courses;
• cracked or unauthorized software;
• copyrighted photographs or graphics without permission;
• copied templates without appropriate rights;
• leaked documents;
• confidential information;
• products obtained from another marketplace without resale rights;
• counterfeit digital products; or
• other Content that infringes intellectual property rights.

WorkKE may request evidence demonstrating ownership, licensing, authorization, or distribution rights.

Failure to provide satisfactory evidence may result in removal of the product, withholding or review of affected transactions where legally permitted, or account enforcement.

9. Digital Product Descriptions

Digital product listings must clearly and accurately describe what the buyer will receive.

Where relevant, Vendors should disclose:

• file type or format;
• number or nature of files;
• software requirements;
• compatibility requirements;
• licence type;
• permitted usage;
• important limitations;
• whether support is included;
• whether future updates are included;
• material third-party dependencies; and
• other information reasonably necessary to understand the purchase.

Previews, screenshots, images, samples, and descriptions must reasonably represent the actual product.

10. Digital Product Licensing

Unless expressly stated otherwise in the applicable listing, purchasing a digital product does not transfer ownership of the underlying intellectual property.

The buyer receives the licence or usage rights specified by the Vendor.

Unless expressly permitted by the applicable licence, buyers may not:

• resell the product;
• redistribute it;
• sublicense it;
• publicly upload or share it;
• claim ownership or authorship;
• remove ownership or copyright notices; or
• commercially exploit it beyond the rights purchased.

Vendors are responsible for clearly communicating material licence conditions before purchase.

11. Digital Delivery

Digital products may be delivered through:

• automated download;
• WorkKE account access;
• approved external access;
• Platform messaging;
• email where appropriate; or
• another delivery method approved by WorkKE.

WorkKE may maintain transaction and technical records indicating whether a product was made available, delivered, accessed, or downloaded.

These records may be used for customer support, payment processing, fraud prevention, marketplace security, and dispute resolution.

12. Digital Product Security

Vendors must take reasonable measures to ensure digital products are safe for buyers.

Products must not intentionally contain:

• malware;
• viruses;
• ransomware;
• spyware;
• credential-stealing software;
• malicious scripts;
• unauthorized access mechanisms; or
• other harmful or deceptive software.

WorkKE may scan, quarantine, disable, restrict, investigate, or remove digital files where security concerns are identified.

A Vendor who knowingly distributes harmful Content may be immediately suspended or terminated and may be reported to appropriate authorities where required or permitted by law.

13. AI-Generated and AI-Assisted Products

WorkKE may permit eligible AI-generated or AI-assisted products.

Vendors remain responsible for ensuring such products:

• comply with applicable law;
• do not infringe intellectual property rights;
• do not unlawfully impersonate another person;
• are not materially misleading;
• meet the description provided to the buyer; and
• comply with applicable WorkKE disclosure requirements.

Where WorkKE requires AI-content disclosure, Vendors must accurately identify applicable AI-generated or AI-assisted Content.

Use of artificial intelligence does not remove or reduce the Vendor's responsibility for the legality, safety, quality, accuracy, or licensing of the product.

14. Intellectual Property and Copyright Complaints

Vendors retain ownership of intellectual property they create, subject to any rights granted to buyers through applicable licences.

By publishing Content on WorkKE, you grant WorkKE a non-exclusive, worldwide, royalty-free licence to host, store, display, reproduce, process, distribute, and promote the Content as reasonably necessary to operate, secure, administer, and promote the marketplace.

You represent that you have the necessary rights to Content you upload.

WorkKE may investigate intellectual property complaints and may temporarily restrict or remove disputed Content while a complaint is reviewed.

WorkKE may request evidence of ownership or licensing from the Vendor.

Where appropriate, WorkKE may:

• restore the Content;
• remove the Content;
• issue a warning;
• record an infringement violation;
• restrict Store functionality;
• suspend the Vendor; or
• terminate repeat or serious infringers.

WorkKE may provide a process through which rights holders can report suspected intellectual property infringement.

15. Prohibited Products and Services

Vendors must not offer products or services that are illegal, fraudulent, harmful, deceptive, or prohibited by applicable law, WorkKE policy, or applicable payment-provider requirements.

Prohibited offerings may include:

• illegal drugs or controlled substances;
• weapons, firearms, or explosives;
• counterfeit products;
• pirated or infringing Content;
• sexually explicit or prohibited adult Content;
• prohibited gambling or betting services;
• fraudulent investment schemes;
• unlicensed regulated financial services;
• Ponzi or pyramid schemes;
• fake documents or identity services;
• hacking, malware, phishing, or cybercrime services;
• academic cheating or examination fraud;
• stolen or unlawfully obtained personal information;
• money laundering or terrorist financing activities; and
• other products or services prohibited by applicable law or WorkKE policies.

WorkKE may immediately remove prohibited listings and restrict or terminate associated accounts.

Your existing agreement already contains a strong prohibited-product framework, including counterfeit goods, cybercrime services, examination fraud and sale of stolen information.

16. Payments, Fees and Vendor Payouts

Payments through WorkKE may be processed using approved third-party payment providers.

WorkKE facilitates marketplace payments but is not a bank, deposit-taking institution, or licensed payment service provider unless expressly stated otherwise.

Vendor payouts may be processed once applicable transaction conditions have been satisfied.

Depending on the transaction, this may include:

• successful delivery;
• buyer acceptance;
• expiry of an applicable review period;
• completion of applicable payment conditions; or
• resolution of a dispute.

WorkKE may delay, restrict, suspend, or review payouts where reasonably necessary to:

• complete identity verification;
• investigate suspicious activity;
• investigate fraud;
• address chargebacks;
• resolve disputes;
• comply with applicable requirements;
• respond to payment-provider requirements; or
• protect Users or the marketplace.

Applicable commissions, transaction charges, payment-processing charges, and other fees will be displayed or otherwise communicated through the Platform or applicable WorkKE policies.

17. Taxes

Vendors are responsible for understanding and complying with tax obligations applicable to their activities, income, sales, or business.

Depending on applicable law, this may include income tax, VAT, withholding tax, or other statutory requirements.

Where WorkKE is legally required to collect, deduct, withhold, report, or remit applicable taxes, WorkKE may do so.

WorkKE does not provide individual tax advice.

18. Digital Product Refunds

Due to the nature of downloadable or immediately accessible digital products, a digital purchase may not be refundable solely because a buyer changes their mind after the product has been delivered, accessed, or downloaded, except where applicable law requires otherwise.

A buyer may be eligible for a refund, replacement, or other remedy where:

• the product was not delivered;
• the file is materially corrupted or unusable and a working replacement is not provided;
• the product is materially different from its description;
• the listing materially misrepresented the product;
• the product contains malicious software;
• the buyer was incorrectly or repeatedly charged;
• the Vendor did not have authority to sell the product; or
• a remedy is required under applicable law.

WorkKE may consider transaction, delivery, access, and download records when investigating disputes.

Nothing in this Agreement limits mandatory consumer rights available under applicable law.

19. Chargebacks and Payment Reviews

Where a transaction is reversed, disputed, or charged back, WorkKE may:

• suspend related payouts;
• review the transaction;
• request supporting documentation;
• recover applicable amounts from available or future payouts where permitted;
• restrict payment functionality; or
• suspend or terminate accounts involved in fraud or abuse.

Vendors must cooperate with legitimate payment investigations.

20. Customer Disputes

Buyers and Vendors should first attempt to resolve transaction issues through WorkKE's available communication and dispute processes.

Where necessary, WorkKE may review relevant evidence including:

• Platform messages;
• transaction records;
• product listings;
• screenshots;
• uploaded files;
• delivery records;
• access or download records;
• project milestones;
• contracts; and
• other supporting information.

WorkKE may determine an appropriate marketplace resolution, which may include:

• continuation of the transaction;
• replacement;
• redelivery;
• cancellation;
• partial refund;
• full refund; or
• release of payment.

WorkKE's marketplace determination does not remove any rights or remedies that cannot legally be excluded.

21. Off-Platform Transactions and Contact Sharing

Vendors must not intentionally use WorkKE to acquire Users and then circumvent WorkKE's payment, fee, escrow, or marketplace systems.

Before applicable transaction requirements have been satisfied, Vendors must not share or request Contact Information for the purpose of moving a WorkKE transaction outside the Platform.

This includes attempts to share:

• phone numbers;
• disguised or written-out phone numbers;
• email addresses;
• disguised email addresses;
• WhatsApp or Telegram contact details;
• direct payment instructions;
• M-PESA, bank, or other payment details intended to bypass WorkKE; or
• links primarily intended to move a transaction outside WorkKE.

Vendors must not disguise Contact Information through words, spacing, symbols, images, coded language, or other techniques to evade Platform safeguards.

WorkKE may allow approved links for legitimate purposes such as portfolio review, source-code review, professional profiles, design collaboration, document sharing, or service delivery.

Permitted links must not be used to circumvent WorkKE transactions.

22. Automated Marketplace Protection

WorkKE may use automated and manual systems to detect potential:

• prohibited Contact Information;
• off-platform payment requests;
• disguised Contact Information;
• fee circumvention;
• suspicious links;
• fraud;
• spam;
• abusive Content; or
• other potential policy violations.

These controls may apply to messages, proposals, job descriptions, product descriptions, Store listings, and other relevant Platform Content.

Where potentially prohibited Content is detected, WorkKE may:

• display an educational warning;
• flag the Content;
• mask prohibited information;
• display notices such as "[contact hidden]";
• maintain a moderation record;
• restrict applicable functionality; or
• refer the activity for further review.

Automated detection may occasionally incorrectly flag legitimate Content. WorkKE may provide mechanisms for review and correction.

23. Marketplace Enforcement

Depending on the nature, frequency, severity, and risk of a violation, WorkKE may apply measures including:

1. educational notice;
2. warning;
3. policy violation record;
4. Content removal or masking;
5. listing restriction;
6. Store restriction;
7. temporary messaging or account restrictions;
8. transaction or payout review;
9. suspension; or
10. account termination.

WorkKE is not required to follow these measures sequentially.

Serious fraud, security incidents, unlawful Content, malicious software, repeated infringement, or deliberate marketplace abuse may result in immediate action.

Where WorkKE determines that Content or activity was incorrectly flagged, WorkKE may reverse or correct the applicable enforcement action.

24. Fraud Prevention and Marketplace Security

WorkKE may monitor Platform activity to protect Users and maintain marketplace integrity.

Monitoring may include detection of:

• fraudulent transactions;
• identity theft;
• account takeover;
• payment fraud;
• fake accounts;
• suspicious transaction patterns;
• chargeback abuse;
• prohibited business activity;
• marketplace manipulation;
• unauthorized off-platform transactions; and
• applicable regulatory or security risks.

Where reasonably necessary, WorkKE may request additional information, restrict accounts, suspend listings, review payouts, or cooperate with payment providers, financial institutions, regulators, or appropriate authorities.

25. Vendor Conduct

Vendors must not:

• request unauthorized off-platform payments;
• circumvent WorkKE fees;
• manipulate ratings or reviews;
• create fake transactions;
• create deceptive accounts;
• misuse customer information;
• harass, threaten, or abuse Users;
• engage in deceptive business practices;
• manipulate Store performance;
• artificially inflate orders, sales, ratings, or activity;
• exploit Platform promotions or incentives; or
• interfere with WorkKE's security or marketplace controls.

26. Ratings and Reviews

Buyers may provide reviews based on their genuine transaction experience.

Vendors must not:

• purchase fake reviews;
• create fake transactions to generate reviews;
• offer prohibited incentives for positive reviews;
• manipulate ratings;
• pressure buyers to remove legitimate negative reviews; or
• retaliate against buyers for honest feedback.

WorkKE may remove fraudulent, abusive, irrelevant, or otherwise prohibited reviews.

Repeated poor performance, fraud, or manipulation may affect Store visibility, marketplace privileges, promotional eligibility, or continued access.

27. Customer Data and Privacy

Vendors may use customer information only for legitimate purposes connected with authorized WorkKE transactions or where another lawful basis exists.

Customer information must not be unlawfully:

• sold;
• shared;
• distributed;
• harvested;
• used for unsolicited marketing;
• transferred to unauthorized third parties; or
• retained longer than reasonably necessary.

Vendors must comply with applicable privacy and data protection requirements, including the Kenya Data Protection Act, 2019.

A Vendor must take reasonable steps to protect customer information against unauthorized access, disclosure, loss, or misuse.

28. Suspension and Termination

WorkKE may suspend, restrict, or terminate a Vendor or Store where it reasonably believes the Vendor has:

• violated this Agreement;
• violated another WorkKE policy;
• engaged in fraud;
• engaged in unlawful conduct;
• failed required verification;
• repeatedly infringed intellectual property rights;
• distributed malicious files;
• manipulated marketplace systems;
• attempted repeated fee circumvention;
• received serious or repeated legitimate complaints; or
• created unacceptable legal, security, financial, operational, or marketplace risk.

Where permitted by law, WorkKE may retain relevant records and review applicable payouts while investigations or disputes are completed.

Termination does not remove obligations arising from transactions completed before termination.

29. Independent Vendor Relationship

Vendors operate as independent providers.

Nothing in this Agreement creates an employment, partnership, agency, franchise, fiduciary, or joint venture relationship between WorkKE and the Vendor.

Vendors determine how they operate their independent businesses, subject to applicable law and WorkKE marketplace requirements.

WorkKE does not guarantee:

• sales;
• customers;
• orders;
• income;
• Store visibility;
• project awards; or
• any particular level of marketplace activity.

30. Limitation of Liability

WorkKE provides technology that enables Users to connect and transact.

WorkKE does not manufacture, create, or provide Vendor products merely because they are listed on the Platform.

To the fullest extent permitted by applicable law, WorkKE does not guarantee the quality, legality, accuracy, safety, suitability, merchantability, or performance of Vendor products or services.

To the extent permitted by applicable law, WorkKE shall not be liable for indirect, incidental, special, consequential, or punitive damages arising from use of the Platform.

Nothing in this Agreement excludes rights or liabilities that cannot lawfully be excluded.

31. Indemnity

To the extent permitted by applicable law, a Vendor agrees to be responsible for claims, losses, liabilities, damages, penalties, or reasonable costs arising from the Vendor's:

• violation of this Agreement;
• unlawful products or services;
• intellectual property infringement;
• misuse of customer information;
• fraud or intentional misconduct; or
• violation of applicable law.

This section does not apply to the extent a claim results from WorkKE's own unlawful conduct or liability that cannot legally be excluded.

32. Force Majeure

Neither WorkKE nor a Vendor will be responsible for delay or failure caused by circumstances beyond their reasonable control, including natural disasters, major internet outages, cyberattacks, labour disputes, government actions, public health emergencies, telecommunications failures, or failures of third-party service providers.

33. Governing Law and Disputes

This Agreement is governed by the laws of the Republic of Kenya.

Users should first use available WorkKE dispute-resolution procedures for marketplace disputes.

Any dispute that cannot be resolved through applicable WorkKE processes shall be subject to the jurisdiction of the courts of Kenya, subject to any rights that cannot legally be excluded.

34. Changes to this Agreement

WorkKE may update this Agreement to reflect changes in:

• law or regulation;
• marketplace functionality;
• Digital Store functionality;
• payment systems;
• security requirements;
• moderation practices;
• technology; or
• business operations.

The Last Updated date will indicate the most recent revision.

Material changes may be communicated through the Platform, email, account notifications, or another appropriate method.

Continued use of Vendor services after updated terms take effect constitutes acceptance, subject to applicable law.

35. Severability

If any provision of this Agreement is found to be invalid, unlawful, or unenforceable, the remaining provisions will remain effective to the fullest extent permitted by law.

36. Entire Agreement

This Vendor Agreement operates together with the WorkKE Terms of Service, Privacy Policy, Acceptable Use Policy, Wallet & Payments Policy, and other applicable policies.

Together, these documents govern the Vendor's use of WorkKE.

37. Contact Information

For Vendor support, intellectual property complaints, compliance enquiries, appeals, or questions concerning this Agreement:

WorkKE

Email: contact@workke.co.ke

Website: www.workke.co.ke

Commitment to Trust and Marketplace Integrity

WorkKE is committed to maintaining a secure, transparent, and trusted digital marketplace.

Vendors are expected to conduct business honestly, professionally, and in compliance with applicable law and WorkKE policies.

WorkKE may use identity verification, marketplace moderation, transaction monitoring, payment protections, fraud prevention, automated security controls, dispute resolution, and other reasonable safeguards to protect Users and the integrity of the marketplace.

Failure to comply with this Agreement may result in Content removal, Store restrictions, payment review, account restrictions, suspension, termination, or referral to appropriate authorities where unlawful activity is reasonably suspected.