DRAFT — FOR LAWYER REVIEW — NOT FOR LIVE USE

3. DRAFT — FOR LAWYER REVIEW — NOT FOR LIVE USE

Vendor Role Schedule

Version: 0.1-draft
Effective Date: [PLACEHOLDER]

This Vendor Role Schedule (the “Vendor Schedule”) supplements the Master Platform Agreement between FutureProof and the Organisation. It applies when the Organisation activates or uses the Vendor role.

3.1 Vendor Role

1. A Vendor may list, offer, quote, sell, deliver, or make available goods or related services through the Platform.
2. Vendor subtypes may include manufacturer, distributor, dealer, retailer, local_store, and service_branch. These subtype labels help operational classification and do not alter the Vendor’s obligations unless expressly stated.

3.2 Vendor Eligibility and Verification

1. The Vendor shall complete all onboarding, tax, payout, business verification, and compliance steps required by FutureProof or its payment processor.
2. The Vendor shall maintain current legal, operational, service-area, inventory-location, and contact information.
3. FutureProof may require additional verification for regulated goods, high-value transactions, local pickup, or RFQ workflows.

3.3 Listing Accuracy and Offer Integrity

1. The Vendor shall ensure all listings, offers, and quotes are accurate, complete, and current.
2. The Vendor shall not list unavailable inventory as in stock or represent pickup or delivery availability that it cannot meet in the ordinary course.
3. The Vendor shall clearly disclose:
   1. product condition, including used, refurbished, demo, custom-built, or made-to-order status;
   2. known material defects, compatibility limitations, exclusions, and lead-time constraints;
   3. any installation dependency, site-preparation requirement, or third-party requirement relevant to use of the goods.

3.4 Pricing and Commercial Terms

1. The Vendor is responsible for the pricing of its offers, except where pricing is controlled or constrained by a Brand relationship, negotiated enterprise programme, or other Platform rule.
2. The Vendor shall honour the price, lead time, and scope stated in an accepted order or awarded RFQ, subject only to disclosed exclusions and separately agreed change orders.
3. The Vendor shall not manipulate pricing to evade Platform fees, creator attribution, or marketplace rules.

3.5 Fulfilment and Service Levels

1. The Vendor shall fulfil accepted orders in a professional and timely manner consistent with:
   1. stated lead times,
   2. stated inventory status,
   3. stated shipping and pickup commitments,
   4. any additional SLA published by FutureProof from time to time.
2. The Vendor shall promptly notify the Buyer and FutureProof of any delay, stock-out, shipment exception, or material risk to timely fulfilment.
3. The Vendor shall provide tracking, proof of dispatch, delivery confirmation, pickup readiness notice, or other fulfilment evidence reasonably requested by FutureProof.

3.6 Shipping, Delivery, and Risk of Loss

1. The Vendor is responsible for packaging, shipment preparation, freight compliance, pickup readiness, and delivery coordination for its goods unless a separate written programme states otherwise.
2. Risk of loss and title transfer shall be governed by the Vendor’s disclosed commercial terms or, if none are disclosed, shall pass in accordance with [PLACEHOLDER commercial term / counsel instruction].
3. The Vendor shall ensure any hazardous, oversized, freight, or regulated shipment is properly classified and compliant.

3.7 Local Pickup

1. If the Vendor offers local pickup, it shall maintain accurate pickup location, hours, contact details, stock availability, and pickup instructions.
2. The Vendor shall not mark an order ready for pickup until the goods are actually available for pickup in accordance with the order.
3. The Vendor shall maintain a reasonable pickup verification process and evidence of release.

3.8 RFQ and Milestone Work

1. For RFQ transactions, the Vendor shall respond within the response time stated on the Platform or in the RFQ package.
2. The Vendor shall not accept an RFQ award unless it can meet the quoted scope, assumptions, exclusions, pricing, and timeline.
3. The Vendor shall provide milestone evidence, delivery proof, change-order records, and dispute-supporting documentation reasonably requested by FutureProof.
4. The Vendor acknowledges that future RFQ workflows may involve milestone holds, payment release triggers, or platform-administered escrow mechanics through a payment service provider.

3.9 Returns, Cancellations, and Customer Service

1. The Vendor shall comply with the Platform Refund Policy, any category-specific return rules, and any disclosed return exceptions.
2. The Vendor shall process valid cancellations, returns, replacements, and warranty claims promptly and in good faith.
3. The Vendor shall cooperate with FutureProof in refund, reversal, or dispute workflows and provide supporting evidence upon request.

3.10 Product Safety, Recalls, and Compliance

1. The Vendor is solely responsible for the safety, legality, labelling, packaging, import/export compliance, and regulatory compliance of its goods and related services.
2. The Vendor shall maintain appropriate recall and incident-response procedures.
3. The Vendor shall notify FutureProof immediately of any actual or suspected recall, stop-sale, safety incident, compliance notice, or material defect affecting goods listed on the Platform.
4. FutureProof may immediately suspend or remove listings implicated in safety, compliance, or trust concerns.

3.11 Warranties to FutureProof

The Vendor represents and warrants that:

1. it has all rights, authorisations, and licences needed to sell the goods or services it lists;
2. its listings and offers are truthful and not misleading;
3. its products comply with Applicable Law;
4. where goods are branded, the Vendor has the necessary Brand authorisation or other lawful basis to sell them;
5. any used or refurbished goods are accurately described.

3.12 Brand Authorisation

1. The Vendor shall not list or sell branded products through the Platform unless:
   1. the Vendor is the Brand;
   2. the Vendor has explicit Brand authorisation recorded on the Platform; or
   3. the Vendor has another lawful and documented basis to sell such goods acceptable to FutureProof.
2. FutureProof may require documentary proof of authorisation and may suspend or remove branded listings pending verification.

3.13 Insurance

The Vendor shall maintain insurance reasonably appropriate to its business and risk profile, including commercial general liability and product liability coverage in amounts of at least [PLACEHOLDER], where counsel confirms appropriate thresholds. Upon request, the Vendor shall provide evidence of coverage.

3.14 Fees, Payouts, and Reserves

1. The Vendor shall pay the fees described in the Fee Schedule.
2. The Vendor authorises FutureProof and its payment processor to deduct fees, refunds, chargebacks, reserves, and other authorised amounts from payouts.
3. The Vendor shall maintain a valid connected payout account and satisfy all processor verification requirements.
4. The minimum withdrawal amount is $50 CAD, or the equivalent threshold set out in the Fee Schedule for other currencies.

3.15 Taxes

1. The Vendor remains responsible for taxes applicable to its business, income, and operations.
2. For transaction taxes, the allocation of collection and remittance responsibility is as follows:
   1. where FutureProof is acting as marketplace facilitator or collecting intermediary for the transaction and jurisdiction, FutureProof may collect and remit applicable taxes on qualifying transactions;
   2. where FutureProof is not acting in that capacity, the Vendor remains responsible for determining, collecting, remitting, and reporting applicable taxes.
3. The Vendor shall provide accurate tax classifications, exemption handling support, and documentation reasonably required by FutureProof.

3.16 Vendor Health and Compliance Monitoring

1. FutureProof may monitor performance indicators including fulfilment timeliness, cancellation rate, inventory accuracy, dispute rate, return rate, safety/compliance events, and pickup accuracy.
2. FutureProof may assign internal health or trust scores and may use such scores to impose restrictions, require remediation, or remove the Vendor from certain programmes.

3.17 Prohibited Vendor Conduct

The Vendor shall not:

1. misstate inventory, condition, origin, compliance status, or delivery capability;
2. evade fees or creator attribution;
3. ship unsafe, counterfeit, unauthorised, stolen, or unlawful goods;
4. engage in order manipulation, fake transactions, review manipulation, or collusive bidding.

3.18 Suspension and Removal

FutureProof may remove listings, suspend the Vendor role, or terminate this Vendor Schedule for any material breach or risk event, including safety incidents, repeated fulfilment failures, deceptive conduct, refund abuse, unauthorised branded listings, or fraud.

3.19 Survival

Sections relating to fees, payment, taxes, recalls, indemnity, confidentiality, records, and unresolved disputes survive termination.

3.20 Operationalization Notes

Build requirements:

• vendor subtype field
• brand-authorization proof workflow
• inventory and pickup accuracy fields
• health-score event ledger
• RFQ proof-of-delivery and milestone evidence storage
• recall/stop-sale emergency removal controls