Supplier Agreement

Effective date: 31 October 2026

English is the source and governing version of this Supplier Agreement. If any translation differs from the English version, the English version prevails.

1. Who we are and how this Agreement fits

Amya is operated by AMYA AFRICA LTD, a company registered in England and Wales under company number 17469906, with its registered office at 128 City Road, London, EC1V 2NX, United Kingdom ("Amya", "we", "us" or "our").

This Supplier Agreement ("Agreement") applies to every business organization that registers or uses Amya as a supplier ("Supplier", "you" or "your"). It supplements the Amya Terms of Use ("Terms"), which continue to apply in full and which incorporate the Billing Terms and the Acceptable Use Policy. Our Privacy Notice explains how Amya processes personal data. Capitalized terms not defined here have the meaning given in the Terms.

• Order of precedence: If this Agreement and the Terms conflict on a matter specific to your activity as a Supplier, this Agreement prevails for that matter. On plans, payments, taxes, invoices, cancellations, refunds and renewals, the Billing Terms prevail.
• Acceptance: An authorized user of your organization must accept the current version of this Agreement on your organization's behalf before your organization can start a free trial, purchase a paid plan or publish a product listing. Acceptance is recorded individually for the user together with the organization they represent. By accepting, the user represents and warrants that they have full legal authority to bind your organization.
• Contact: support@amya.africa for general support, notices and appeals; billing@amya.africa for plans, payments and invoices; privacy@amya.africa for personal-data matters.

2. Definitions

• "Buyer" means a buyer organization on Amya: a commercial merchant (trader, importer, wholesaler or retailer) purchasing for business resale or commercial use.
• "Buyer Data" means any personal data relating to a Buyer's owners, employees, sole traders or representatives that your organization receives through Amya, including names, business contact details, messages, voice notes, RFQs and commercial documents.
• "Listing" means a product catalogue page created by your organization on Amya, including its titles, descriptions, specifications, images, pricing tiers, attributes and any translations of them.
• "RFQ" means a request for quotation published or sent by a Buyer.
• "Quotation" means your organization's commercial response to an RFQ submitted through Amya's quotation feature, including any revised version of it.
• "Supplier Content" means all Listings, organization profile details, trade certifications, Quotations, messages, attachments, voice notes, review replies and other materials submitted by or on behalf of your organization (constituting "Organization Content" under the Terms).

3. Amya's role: an intermediary, never a party to your sale

Amya connects African commercial merchants directly with manufacturers, exporters and suppliers worldwide, particularly in Asia. It provides supplier discovery, product catalogues, RFQs, Quotations, machine-translated business messaging and optional organization-verification signals.

• Not a party to any sale contract: Any contract for the sale of goods is negotiated, formed and performed strictly and directly between your organization and the Buyer. Amya does not buy, sell, manufacture, inspect, warehouse, insure, ship, import, export or hold title to any goods, and never acts as an agent, broker, escrow provider, payment processor or guarantor for either party.
• No goods payments or trade commissions: Payments made to Amya are solely fees for Amya's own platform plans and optional platform add-ons under the Billing Terms. Amya processes no payments for goods and charges no commission on trades between Buyers and Suppliers.
• No endorsement: Publishing a Listing, receiving an RFQ, holding a verification badge or appearing in search results or matched suggestions does not constitute an endorsement, certification or warranty by Amya of your organization, your goods or any Buyer.

4. Eligibility and your general obligations

By accepting this Agreement, your organization represents, warrants and undertakes at all times that:

1. it is a validly existing business acting wholly in the course of its commercial trade, and every individual using Amya on its behalf is at least 18 years of age and duly authorized to bind it;
2. it holds and maintains in full force every licence, corporate registration, export permit, conformity certificate and authorization required to manufacture, offer, sell, export and ship the goods it lists, both in its jurisdiction of establishment/origin and for the destination markets it serves;
3. neither your organization, nor any of its beneficial owners, directors, officers or authorized users, is designated on—or owned or controlled by any person designated on—any sanctions list maintained by the United Kingdom (OFSI), the European Union, the United Nations or the United States (OFAC), or established in a comprehensively embargoed territory;
4. all information provided to Amya regarding your legal name, registration number, business address, country of establishment, contact details, factory/trader status and ownership is truthful, accurate, complete and kept promptly updated; and
5. it will comply with the Terms, the Acceptable Use Policy and all laws applicable to its goods and cross-border dealings with Buyers, including product-safety, metrology, labelling, intellectual-property, customs, export-control (including applicable Chinese, UK, EU and US export-control and dual-use regulations), sanctions, anti-money-laundering, anti-forced-labour and anti-bribery laws (including the UK Bribery Act 2010).

Locked legal identity after verification: Once your organization is verified by Amya, its registered legal name, country and official address cannot be altered directly in profile settings; any change requires submitting a formal identity-change request with supporting official documentation for review and approval by Amya staff.

Statutory trader traceability: Where mandatory law (including Article 30 of the EU Digital Services Act where applicable to offers reaching European Union recipients) requires Amya to collect, verify or display trader-traceability records, payment-account details or product-compliance self-certifications, your organization must promptly provide and maintain those particulars upon request. Amya may withhold or restrict the visibility of your Listings in the relevant territories until all required particulars are verified.

5. Organization verification

Organization verification is optional and free of charge, serving as a documentary trust signal for Buyers rather than a paid tier.

• Documentary review: We review your organization's official business-registration certificate and the passport or national identity card of your authorized representative, supplemented by official corporate-registry lookups where available. We never use selfies, facial recognition or biometric identification.
• Automated pre-check: Where enabled, an enterprise AI model (Google Gemini on Vertex AI) inspects the uploaded documents to cross-check names, dates and registration particulars against your profile and any registry record. If no discrepancy is flagged, the submission receives the provisional status "checked automatically, review pending". A provisional status is not verification approval, grants no badge, and must never be represented to Buyers as approval.
• Human staff decision and appeals: Only authorized Amya human staff may approve or refuse organization verification. Any refusal states the reasons and may be appealed by your organization through the platform (where available) or by emailing support@amya.africa.
• Deletion of identity-document images: As detailed in our Privacy Notice, the image of the representative's identity document is permanently deleted promptly after Amya staff record the verification decision, retaining only the representative's full name, document type, issuing country, expiry date and the last four characters of the document number.
• Verification levels, certificates and revocation: Verification may reflect distinct tiers (such as verified contact details, verified corporate documents and, where offered, verified factory or warehouse site inspection). Trade or quality certificates uploaded to your profile are marked as reviewed only after Amya staff inspection. You must submit only authentic, current documents and notify us promptly if any document or certificate expires or is revoked, or if your ownership or control changes. Amya may downgrade or withdraw verification if documents expire, ownership changes without re-verification, or compliance or authenticity concerns arise.

6. Listings and lawful goods

6.1 Truthful and complete Listings

Every Listing must accurately describe genuine goods that your organization is currently able and legally authorized to supply, including truthful specifications, materials, certifications, country of origin, minimum order quantities (MOQs), unit prices, currencies, volume tiers and production/shipping lead times. Listings are authored in your organization's source language and may be machine-translated by Amya into other languages (labelled as machine translations). Your organization remains solely responsible for the accuracy of its source text and for any AI-assisted descriptions or studio images it chooses to publish.

6.2 Lawful goods only

You must never list, quote or supply counterfeit, pirated, replica, stolen, unsafe, recalled, sanctioned or prohibited goods, or items that infringe any third party's intellectual-property rights, as detailed in the Acceptable Use Policy. You are solely responsible for ensuring that your goods may be lawfully exported from their country of origin and imported into the Buyer's destination country.

6.3 Pre-publication moderation and quality indicators

Submitted or edited Listings undergo automated text and image screening prior to publication. A Listing that passes is published; a Listing rejected by automated screening is withheld from publication, and your organization receives a formal statement of reasons with the right to appeal to a human reviewer (Section 10). Amya may also review, hide or remove any Listing at any time following a report or internal compliance check. Any listing quality score displayed in your dashboard is an automated completeness guide only and never certifies legal compliance.

6.4 Content licence

The worldwide, non-exclusive, royalty-free licence granted by your organization under Section 6.2 of the Terms applies to all Supplier Content, authorizing Amya (and its cloud, CDN and AI processors) to host, index, machine-translate, generate audio from, moderate and publicly display your Listings and supplier profile.

7. RFQs and Quotations

• Receiving RFQs: Buyers may send RFQs directly to your organization, and Amya may route relevant RFQs to your organization based on catalogue matching (including AI-assisted semantic matching where included in your plan). Receiving an RFQ creates no obligation to submit a Quotation.
• Submitting Quotations: A Quotation may specify line items, quantities, unit and total prices, currency, an Incoterms® rule (including edition and named port/place), lead time, payment terms and a validity expiration date. You are responsible for verifying all figures and checking any machine translation before sending.
• Revisions, withdrawal and expiry: Submitting a revised Quotation supersedes your prior version. You may withdraw an open Quotation before it expires, and Quotations are marked expired automatically after their stated validity date.
• No in-platform contract acceptance: A Buyer may shortlist or decline a Quotation in the workspace. Amya deliberately provides no binding "Accept Order" checkout button: shortlisting a Quotation indicates commercial interest only and does not constitute contractual acceptance or a purchase order.
• Direct contracting between Supplier and Buyer: Quotations are communications solely between your organization and the Buyer. Whether and when a binding contract of sale is formed depends strictly on the written agreement concluded directly between your organization and the Buyer and the law governing their transaction (Section 5.2 of the Terms). Any deal-outcome survey submitted to Amya is used solely for internal platform statistics and never evidences or modifies a sale contract.

8. Messaging, conduct and reviews

8.1 Business messaging and translations

All conversations on Amya take place between business organizations. Where chat machine translation is active, translated messages are labelled as machine-generated while preserving the original text. You must confirm all binding specifications, quantities, prices, currencies, payment instructions and shipping terms directly with the Buyer before relying on a translation. Either organization may block the other at any time, preventing new messages and RFQs between them while preserving existing conversation records.

8.2 Automated moderation of communications

Text shared in Listings, profiles, Quotations and review replies, and images shared in Listings, profiles and chat messages, are screened by automated safety tools against violations of the Acceptable Use Policy (including fraud, unlawful goods, hate speech, harassment, explicit content and spam). Private chat message text and voice-note transcripts are not screened automatically; they are reviewed by our staff when reported. Content rejected by automated screening is withheld or removed with a statement of reasons and a right of appeal to human staff.

8.3 Honest commercial conduct

You must never defraud, deceive, coerce or harass any Buyer, impersonate another manufacturer or brand, request settlement into a bank account not beneficially owned by your contracting organization, or send unsolicited spam.

8.4 Buyer reviews and supplier replies

A Buyer may submit one review of your organization only after a genuine two-way conversation in which both organizations have exchanged messages. Reviews are moderated by Amya staff before publication. Your organization's owner or administrator may publish one public reply to a published review (subject to removal if the reply breaches the Acceptable Use Policy). You must never fabricate reviews, review your own or a competitor's organization, offer monetary or commercial incentives to influence or remove a review, or retaliate against a Buyer for posting an honest review.

9. Buyer Data and data-protection obligations

• Independent data controller: Your organization receives and processes Buyer Data strictly as an independent data controller (never as a joint controller with Amya or as Amya's processor).
• Strict purpose limitation: You may process Buyer Data solely to respond to the specific Buyer's enquiry, RFQ or conversation, to negotiate, perform and account for a commercial sale contract with that Buyer, and to comply with your mandatory legal obligations. You must never sell, rent, trade or disclose Buyer Data to third parties (save to logistics carriers, insurers, customs brokers or inspection agencies strictly as necessary to fulfil an agreed transaction with that Buyer), scrape platform profiles, or add Buyer contacts to unrelated marketing mailing lists without a valid lawful basis under applicable privacy and electronic-marketing laws.
• Cross-border compliance and security: You must comply with all data-protection laws applicable to your handling of Buyer Data (which may include the UK GDPR, EU GDPR, China's Personal Information Protection Law (PIPL), and applicable African data-protection laws such as Nigeria's NDPA, Kenya's DPA, South Africa's POPIA, Ghana's DPA, Egypt's PDPL or Morocco's Law 09-08). You must implement appropriate technical and organizational security measures, retain Buyer Data no longer than necessary, honour data-subject rights requests, and maintain any required cross-border transfer safeguards.
• Security incident notification: If you discover any unauthorized access to or disclosure of Buyer Data obtained through Amya (or receive a regulatory notice concerning it) that may impact Amya or its users, you must notify privacy@amya.africa without undue delay.
• Your representatives' data: Your organization warrants that it has informed its owners, employees and representatives whose personal data or identity documents are submitted to Amya of our Privacy Notice and obtained any consent required under local law (including for cross-border transmission to Amya in the United Kingdom and the European Economic Area).

10. Moderation, statements of reasons and appeals

Section 10 of the Terms and the Acceptable Use Policy govern content moderation, statements of reasons and appeals. Whenever Amya rejects, hides or removes Supplier Content, refuses or revokes verification, or suspends or terminates your organization, we provide a clear statement of reasons and an opportunity to submit an internal appeal (within 180 days in-app, or via support@amya.africa including where longer statutory appeal windows of up to 6 calendar months from notification apply under the EU Digital Services Act), reviewed by qualified human staff who did not take the initial decision.

11. Plans, trials, optional add-ons and fees

Your organization's subscription plan, payments, taxes, invoices, cancellations and refunds are governed by the Billing Terms, and current plan tiers, feature allowances (such as team seats and AI usage quotas) and prices are displayed on the Amya plans page and at checkout. In summary:

1. Supplier organizations start on a free basic supplier plan;
2. Eligible new Supplier organizations may take a one-time 14-day free trial initiated by the organization owner without a payment card (strictly one trial per organization and per person);
3. Paid plans are purchased for fixed periods of 12 calendar months or 6 calendar months and never renew automatically—each period requires a separate supplier-initiated payment;
4. Where open, the time-limited launch offer provides 50% off the first 12 months of covered paid periods for eligible Suppliers that have never paid at the standard price, as detailed in the Billing Terms;
5. Where Amya offers optional one-off paid add-ons (such as promoted product placements or additional AI credits), their prices, duration, allowance rules and non-refundable purchase terms are displayed at checkout, and any paid/promoted placement is clearly labelled as promoted on the marketplace; and
6. When a trial or paid period expires without a confirmed renewal payment, your organization reverts automatically to the free basic supplier plan with its existing Listings preserved, subject to basic-plan feature limits.

12. Suspension, termination and organization closure

• By Amya: Amya may warn your organization, restrict or remove Listings or content, limit features, or suspend or terminate your organization's access in accordance with the grounds, proportionality rules and notice safeguards in Section 11 of the Terms. While suspended, your public supplier profile and Listings are hidden from the marketplace.
• Voluntary closure by your organization: Your organization may stop using Amya at any time and request permanent organization closure via the workspace (where eligible) or support@amya.africa (closure cannot be completed self-service while a payment is pending/disputed or while the organization is suspended). Upon closure, your public supplier page and Listings are removed from the catalogue, open Quotations are withdrawn, pending team invitations are cancelled, and any scheduled future period is cancelled in accordance with the Billing Terms (contact billing@amya.africa prior to closing if you hold an unstarted prepaid future period). Counterparty copies of existing conversations, published reviews and statutory invoices remain subject to the retention schedule in the Privacy Notice.
• Survival: Suspension, termination or closure does not affect any separate sale contract between your organization and a Buyer, triggers no automatic charge, and leaves intact Sections 3, 9, 13, 14 and 15 of this Agreement and all provisions of the Terms intended to survive.

13. Responsibility for goods and supplier indemnity

Your organization is solely and exclusively responsible for all goods it manufactures, lists, quotes, sells or ships, including their design, quality, safety, conformity, testing, labelling, packaging, export/import licensing and delivery, and for all warranties, product-liability claims, recalls or tax/customs obligations owed to any Buyer, consumer, regulator or third party.

The indemnity in Section 12.5 of the Terms applies in full to your organization as a Supplier and extends to all third-party claims, regulatory fines, actions, losses, damages and reasonable legal costs arising out of or relating to your goods, your Supplier Content, any breach by your organization of Section 4, 6, 8 or 9 of this Agreement, or your processing or misuse of Buyer Data.

14. Limitation of liability

Section 12 of the Terms (warranties, liability exclusions and aggregate monetary liability cap) governs Amya's liability under this Agreement. All claims under this Agreement, the Terms and the Billing Terms combined are subject to a single combined aggregate liability cap calculated under Section 12.4 of the Terms:

• for a paying Supplier: 100% of the total subscription plan fees actually paid by your organization to AMYA AFRICA LTD in the twelve (12) months immediately preceding the event giving rise to the claim; or
• for a Supplier on the free basic plan, a free trial or a complimentary period that has paid no plan fees in that 12-month period: £100 GBP in the aggregate.

Nothing excludes or limits any liability that cannot lawfully be excluded or limited under English law (Section 12.2 of the Terms).

15. Changes, general provisions and governing law

• Changes and re-acceptance: Amya may update this Agreement with advance notice in accordance with Section 13 of the Terms (including the pro-rata refund right where a paying Supplier rejects a material adverse mid-term change not required by law or security and closes its organization within 30 days). Where an updated version requires renewed acceptance, publishing products, starting trials, purchasing plans and other write actions are restricted until an authorized user accepts the updated Agreement (without restricting read access, personal-data export, personal-account deletion, or contacting support@amya.africa to close the organization, report illegal content or file an appeal).
• General provisions, language and governing law: Section 14 of the Terms (entire agreement and non-reliance, exclusion of the Contracts (Rights of Third Parties) Act 1999, force majeure, assignment, severability and waiver) applies to this Agreement. The English version prevails over any translation. This Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it are governed by the laws of England and Wales and subject to the exclusive jurisdiction of the courts of England and Wales in London.

16. Contact details

AMYA AFRICA LTD (Company No. 17469906) Registered office: 128 City Road, London, EC1V 2NX, United Kingdom

• Support, notices, appeals and closure assistance: support@amya.africa
• Plans, payments, invoices and refunds: billing@amya.africa
• Privacy and personal-data matters: privacy@amya.africa