SERVICE PROVIDER AGREEMENT

INDEPENDENT CONTRACTOR AGREEMENT & PLATFORM TERMS

Effective Date: 10th January 2026  

Last Updated: 10th January 2026

1. RECITALS AND PURPOSE

WHEREAS, Seer Global Solutions Limited ("SGSL"), operating the Ezzyly platform, is a technology company that operates an on-demand service marketplace connecting customers with qualified independent service professionals across Nigeria;

WHEREAS, SGSL acts as the merchant of record for all service transactions processed through the Ezzyly platform, collecting payment from customers as the direct seller of marketplace access and facilitating vendor disbursements to Service Providers upon successful service completion;

WHEREAS, Service Providers wish to access the Ezzyly platform to offer their professional services to customers, receive technology support, payment processing, and marketing exposure facilitated by SGSL;

NOW, THEREFORE, in consideration of the mutual covenants contained herein and for other good and valuable consideration, the parties agree as follows:

2. DEFINITIONS

For purposes of this Agreement, the following terms shall have the meanings ascribed to them below:

3. NATURE OF RELATIONSHIP

3.1 Independent Contractor Status

The Service Provider is an independent contractor and not an employee, agent, partner, joint venturer, or franchisee of SGSL or Seer Group Inc. This Agreement does not create any employment relationship, and the Service Provider shall have no claim against SGSL for any employment benefits, including but not limited to salary, wages, pension contributions, gratuity, leave allowances, or any entitlements under the Nigerian Labour Act.

3.2 Control and Autonomy

The Service Provider retains full autonomy over:

• The specific hours and days on which they make themselves available on the platform
• The geographic areas or zones within which they choose to accept jobs
• The individual service requests they choose to accept or decline
• The tools, equipment, and methods used to perform their services
• Their own business operations, staffing, and overhead management

3.3 No Exclusivity

This Agreement is non-exclusive. Service Providers may offer their services through other platforms, to private clients, or through any other lawful means, provided that such activities do not create conflicts of interest, violate this Agreement's confidentiality provisions, or involve poaching of Ezzyly customers circumventing the platform.

3.4 No Agency

The Service Provider has no authority to bind SGSL contractually, make representations on SGSL's behalf, or incur liabilities in SGSL's name. The Service Provider shall not represent themselves as an employee or agent of Ezzyly or SGSL in any dealings with customers or third parties.

4. PLATFORM ACCESS AND ONBOARDING

4.1 Eligibility

To be eligible to register as a Service Provider on Ezzyly, you must:

• Be at least eighteen (18) years of age
• Be a Nigerian citizen or hold a valid permit to work in Nigeria
• Possess the skills, training, qualifications, and where required by Nigerian law, the professional licenses relevant to the services you intend to offer
• Provide a valid Bank Verification Number (BVN) and national identity document (NIN, Driver's License, Voter's Card, or International Passport)
• Not be subject to any criminal conviction, professional disqualification, or regulatory bar that would render you ineligible to offer the relevant services

4.2 Onboarding Process

SGSL requires all Service Providers to complete the following before accessing the platform:

1. Identity Verification: Submission and validation of government-issued ID and BVN
2. Professional Verification: Submission of relevant trade certifications, licenses, or qualifications as applicable to the service category
3. Banking Details: Provision of a valid Nigerian bank account number, bank name, and account name for the purpose of receiving Net Service Payment disbursements directly from SGSL
4. Profile Completion: Upload of a professional photograph, service description, and service pricing
5. Agreement Acceptance: Electronic execution of this Agreement and the General Terms of Service
6. Training Acknowledgement: Completion of the Ezzyly Service Standards orientation module

4.3 Approval Discretion

SGSL reserves the sole and absolute discretion to approve or reject any Service Provider application, and to suspend or terminate platform access at any time in accordance with Section 14 of this Agreement. Approval does not constitute an endorsement or guarantee of the Service Provider's qualifications.

5. PAYMENT TERMS AND MERCHANT OF RECORD STRUCTURE

5.1 Merchant of Record

SGSL operates as the merchant of record for all transactions processed through the Ezzyly platform. This means:

• When a Customer pays for a service through Ezzyly, the Customer is purchasing a service from SGSL directly
• SGSL collects the payment as its own business revenue through its Paystack merchant account
• Settlement of the customer payment is made directly to SGSL's registered business bank account in accordance with Paystack's standard settlement timeline (T+1 or T+2 Working Days)
• The Service Provider is not a party to the payment transaction between the Customer and SGSL

This structure is functionally identical to that of major global on-demand platforms including Uber, Lyft, and Bolt, and does not constitute the holding, pooling, or management of third-party funds.

5.2 Platform Fee (Commission)

SGSL retains a Platform Fee of ten percent (10%) of the total service fee charged to the Customer for each completed transaction. The Platform Fee compensates SGSL for:

• Technology infrastructure and platform maintenance
• Payment processing and disbursement services
• Customer acquisition, marketing, and brand development
• Fraud prevention and dispute management
• Regulatory compliance and insurance

SGSL reserves the right to revise the Platform Fee upon thirty (30) days' written notice to active Service Providers via the app and registered email address.

5.3 Net Service Payment to Service Provider

Following successful Service Confirmation (as defined in Section 2), SGSL shall disburse the Net Service Payment to the Service Provider in accordance with the following process:

7. SGSL confirms service completion through the in-app confirmation process or expiration of the Customer dispute window (whichever occurs first)
8. SGSL initiates a direct electronic bank transfer ("vendor disbursement") from its SGSL business account to the Service Provider's registered bank account
9. The Net Service Payment (90% of the total service fee) shall be credited to the Service Provider's account within one (1) Working Day of Service Confirmation under normal operating conditions

The Service Provider acknowledges and agrees that the Net Service Payment is a vendor disbursement from SGSL's own business funds, and not a release of funds held in escrow or on the Service Provider's behalf.

5.4 Payment Schedule:

Service Providers Daily Batch Disbursement (Default): All confirmed services from the previous day are disbursed in a single batch transfer before 12:00 Noon the following Working Day at no additional charge

5.5 Payment Holds and Withholdings

SGSL reserves the right to temporarily suspend or withhold a Net Service Payment in the following limited circumstances:

• A Customer has raised a formal dispute regarding service quality or non-delivery within the permitted dispute window
• SGSL has reasonable grounds to suspect fraudulent activity involving the relevant transaction
• The Service Provider is in breach of this Agreement or has outstanding financial obligations to SGSL
• Required by applicable Nigerian law, court order, or regulatory direction

SGSL shall notify the Service Provider of any payment hold within twenty-four (24) hours and shall resolve the underlying issue and release or adjust the payment within five (5) Working Days, except where prohibited by law.

5.6 Bank Account Details and Disbursement

Service Providers are required to provide valid Nigerian bank account details during onboarding as a condition of receiving Net Service Payments. The Service Provider must supply their bank account number, bank name, and the registered account name exactly as it appears with their bank. SGSL will disburse Net Service Payments directly to this bank account by electronic funds transfer. The Service Provider is solely responsible for ensuring their bank account details are accurate, current, and remain active. Any change to banking details must be notified to SGSL promptly by contacting payments@seerglobalsolutions.com. SGSL shall not be liable for payment delays, failures, or misdirected payments arising from inaccurate, outdated, or unverifiable banking information provided by the Service Provider.

5.7 Currency

All payments under this Agreement are denominated in Nigerian Naira (NGN/₦). SGSL does not offer payment in foreign currency at this time.

5.8 Disputed Payments

If a Service Provider believes a Net Service Payment is incorrect, they must raise the dispute through the Ezzyly app or via email to payments@seerglobalsolutions.com within five (5) Working Days of the expected payment date. SGSL shall investigate and respond within three (3) Working Days of receiving the dispute.

6. SERVICE STANDARDS AND CONDUCT

6.1 Professional Standards

All services must be delivered in accordance with the Ezzyly Service Standards, which are incorporated into this Agreement by reference and may be updated from time to time. Service Providers agree to:

• Arrive at the agreed service location punctually and ready to commence work
• Deliver services to the standard reasonably expected of a competent professional in the relevant trade or field
• Use appropriate tools, materials, and safety equipment
• Communicate proactively with Customers via the in-app messaging system
• Maintain a professional appearance and conduct
• Carry and present identification upon Customer request

6.2 Prohibited Conduct

Service Providers must not:

• Request, solicit, or accept payment from Customers outside the Ezzyly platform for services that were initiated through the platform ("off-platform diversion")
• Engage in discriminatory conduct on the basis of religion, ethnicity, gender, age, or disability
• Engage in harassment, abuse, or intimidation of Customers or SGSL personnel
• Misrepresent qualifications, certifications, or experience on their profile
• Delegate or subcontract accepted jobs to unlisted or unverified individuals without SGSL's prior written consent
• Share account access with any third party
• Offer or accept bribes to manipulate ratings, reviews, or dispute outcomes

6.3 Rating System

Ezzyly operates a mutual rating system. After each completed service, both the Customer and the Service Provider may rate the transaction. Service Providers with a sustained average rating below 3.5 out of 5.0 may be subject to account review, additional training requirements, or suspension.

6.4 Response and Acceptance Rates

SGSL may monitor job acceptance and response rates. Consistently low acceptance rates without reasonable justification may result in reduced job allocation or account review. SGSL does not penalize Service Providers for declining jobs for legitimate reasons, including safety concerns.

7. CUSTOMER REFUNDS AND DISPUTE RESOLUTION

7.1 SGSL Refund Guarantee

SGSL provides the following consumer protection guarantee to Customers, backed by SGSL's own operational resources:

• Full Refund: If a Service Provider fails to appear for a confirmed booking ("no-show") without at least two (2) hours' notice, the Customer is entitled to a full refund of the service fee processed by SGSL.
• Partial Refund / Re-service: If a Customer is materially dissatisfied with the quality of service delivered, SGSL will investigate and, at its sole discretion, offer a partial refund, a service credit, or facilitate a re-service at no additional charge

Service Providers acknowledge that this guarantee is funded from SGSL's own business operational balance, and not from any pooled or held third-party funds.

7.2 Service Provider Liability for Refunds

Where SGSL issues a refund to a Customer as a result of a Service Provider's non-performance, misconduct, or breach of this Agreement, SGSL shall be entitled to:

• Deduct the full refunded amount from the Service Provider's next Net Service Payment(s)
• Charge the refunded amount against any security deposit held by SGSL (see Section 7.4)
• Recover the amount through any other lawful means, including legal action

7.3 Dispute Process

In the event of a service quality dispute:

10. The Customer must raise the dispute through the Ezzyly app within forty-eight (48) hours of service completion
11. SGSL will notify the Service Provider and allow them to submit their response within twenty-four (24) hours
12. SGSL will make a determination within three (3) Working Days based on all available evidence, including GPS data, in-app communications, photographic evidence, and Customer and Service Provider statements
13. SGSL's determination shall be final in the first instance. Service Providers may escalate unresolved disputes to formal mediation under Section 16

7.4 Performance Security Deposit (Future Implementation)

SGSL reserves the right to introduce a refundable performance security deposit requirement for Service Providers operating in high-value service categories. Details will be communicated with a minimum of thirty (30) days' notice. Any deposits collected will be held in a designated SGSL business account and will not constitute escrow or third-party funds.

8. TAXES AND REGULATORY COMPLIANCE

8.1 Service Provider Tax Obligations

The Service Provider is solely responsible for all tax obligations arising from income earned through the Ezzyly platform, including but not limited to:

• Personal income tax under the Personal Income Tax Act (PITA)
• VAT registration and remittance where the Service Provider's turnover exceeds the applicable VAT threshold under the Value Added Tax Act
• Withholding tax compliance on relevant payments
• Business tax obligations where the Service Provider operates as a registered company

SGSL shall provide Service Providers with monthly transaction statements to facilitate tax compliance. SGSL may be required by law to deduct withholding tax at source on certain payments and will notify Service Providers accordingly.

8.2 Regulatory Licenses

Service Providers operating in regulated service categories (including but not limited to electrical work, plumbing, health services, food handling, transportation, and legal services) are responsible for obtaining and maintaining all required professional licenses, permits, and regulatory approvals under Nigerian law. SGSL does not and cannot obtain these licenses on behalf of Service Providers.

8.3 AML/KYC Compliance

Service Providers consent to SGSL conducting Anti-Money Laundering (AML) and Know Your Customer (KYC) checks as required by applicable Nigerian financial regulations, including the CBN's AML/CFT framework. Service Providers must not use the platform for money laundering, terrorist financing, or any other financial crime.

9. INSURANCE

Service Providers are strongly advised to obtain and maintain professional indemnity insurance, public liability insurance, and any other insurance appropriate to their service category and required under Nigerian law. SGSL's platform insurance does not extend to cover personal injury, property damage, or professional liability arising from Service Provider activities. Failure to maintain adequate insurance does not relieve the Service Provider of liability under this Agreement or applicable law.

10. INTELLECTUAL PROPERTY

10.1 SGSL Property

All intellectual property in the Ezzyly platform, including software, algorithms, trademarks, trade names, logos, and content, is the exclusive property of SGSL and/or Seer Group Inc. The Service Provider is granted a limited, non-exclusive, non-transferable license to use the Ezzyly app solely for the purpose of performing services under this Agreement. This license terminates automatically upon termination of this Agreement.

10.2 Service Provider Content

By uploading photographs, descriptions, and other content to the Ezzyly platform, the Service Provider grants SGSL a worldwide, royalty-free, non-exclusive license to use, reproduce, and display such content for platform operation, marketing, and promotional purposes. The Service Provider warrants that they own or have the right to use all content uploaded.

10.3 No Reverse Engineering

The Service Provider shall not reverse engineer, decompile, disassemble, copy, or create derivative works based on the Ezzyly platform or any component thereof.

11. CONFIDENTIALITY

The Service Provider agrees to keep confidential all non-public information relating to SGSL's business, technology, pricing, customer data, and operational processes, and shall not disclose such information to any third party without SGSL's prior written consent. This obligation survives termination of this Agreement for a period of two (2) years. Customer personal data accessed through the platform is subject to Nigeria's Data Protection Act 2023 and must be handled solely for the purpose of delivering the relevant service.

12. DATA PROTECTION

SGSL processes Service Provider personal data in accordance with the Nigeria Data Protection Act 2023 (NDPA) and its Privacy Policy. By entering into this Agreement, the Service Provider consents to SGSL collecting, processing, and storing their personal data, including identity documents, BVN, bank account details, location data, and service history, for purposes of platform operation, fraud prevention, regulatory compliance, and service improvement. Service Providers may exercise their data rights by contacting privacy@seerglobalsolutions.com.

13. WARRANTIES AND REPRESENTATIONS

The Service Provider represents and warrants to SGSL that:

14. They have the full legal capacity to enter into this Agreement
15. All information provided during onboarding is accurate, complete, and not misleading
16. They hold all licenses, permits, and qualifications required by Nigerian law to offer the services listed on their profile
17. They are not aware of any criminal conviction, regulatory bar, or professional disqualification that would prevent them from providing the relevant services
18. They will maintain the accuracy of their profile information and notify SGSL immediately of any material change
19. Their performance of services under this Agreement will not violate any applicable law, regulation, or third-party right
20. They have not been party to any judgment, order, or settlement that restricts their ability to engage in the relevant trade or profession

14. SUSPENSION AND TERMINATION

14.1 Termination by Service Provider

A Service Provider may terminate this Agreement at any time by providing seven (7) days' written notice to SGSL via email to providers@seerglobalsolutions.com, provided they have no outstanding jobs, disputed payments, or unresolved complaints at the time of termination.

14.2 Termination by SGSL — With Notice

SGSL may terminate this Agreement by providing fourteen (14) days' written notice to the Service Provider for any reason, including but not limited to service quality concerns, business strategy changes, or market exit.

14.3 Immediate Suspension or Termination

SGSL may immediately suspend or terminate a Service Provider's account without notice upon:

• Evidence or reasonable suspicion of fraud, identity theft, or financial crime
• Physical assault, harassment, or threats against a Customer or SGSL personnel
• Persistent off-platform diversion of Ezzyly customers
• Material misrepresentation of qualifications or identity
• A sustained pattern of service quality failures
• Any conduct that brings Ezzyly or SGSL into disrepute
• Any regulatory directive requiring the suspension of the Service Provider's account

14.4 Effect of Termination

Upon termination, the Service Provider's access to the Ezzyly platform will be revoked. SGSL will process and disburse all confirmed outstanding Net Service Payments within five (5) Working Days of the effective termination date, less any amounts recoverable by SGSL under this Agreement.

15. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY NIGERIAN LAW, SGSL'S TOTAL LIABILITY TO ANY SERVICE PROVIDER UNDER THIS AGREEMENT SHALL NOT EXCEED THE AGGREGATE NET SERVICE PAYMENTS DISBURSED TO THAT SERVICE PROVIDER IN THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. SGSL SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF REVENUE, LOSS OF PROFIT, OR LOSS OF BUSINESS OPPORTUNITY, HOWSOEVER ARISING.

Nothing in this Agreement excludes SGSL's liability for fraud, gross negligence, or any liability that cannot be excluded under the Nigerian Consumer Protection Council Act or Federal Competition and Consumer Protection Act.

16. INDEMNIFICATION

The Service Provider agrees to indemnify, defend, and hold harmless SGSL, Seer Group Inc., and their respective officers, directors, employees, and agents from and against any claims, liabilities, damages, penalties, fines, legal fees, and expenses arising out of or related to:

• The Service Provider's provision of services to Customers through the platform
• Any breach by the Service Provider of this Agreement or applicable law
• Any claim by a Customer arising from the quality, safety, or non-delivery of services
• Any employment, tax, or regulatory claim arising from the Service Provider's activities
• Any personal injury or property damage caused by the Service Provider

17. DISPUTE RESOLUTION

17.1 Informal Resolution

Before initiating formal dispute proceedings, the parties agree to attempt to resolve any dispute informally by contacting providers@seerglobalsolutions.com. SGSL commits to responding within five (5) Working Days.

17.2 Mediation

If informal resolution is unsuccessful within twenty-one (21) days, either party may refer the dispute to mediation at the Lagos Multi-Door Courthouse or such other accredited mediation institution as the parties may agree. The costs of mediation shall be borne equally unless the mediator directs otherwise.

17.3 Arbitration

If mediation is unsuccessful or is declined by either party, the dispute shall be resolved by binding arbitration under the Arbitration and Conciliation Act (Cap A18) of Nigeria, conducted in English in Abuja, FCT. The arbitral tribunal shall consist of one (1) arbitrator appointed by agreement of the parties, or in default of agreement, by the Chartered Institute of Arbitrators (Nigeria branch). The arbitrator's decision shall be final and binding.

17.4 Class Action Waiver

THE SERVICE PROVIDER WAIVES ANY RIGHT TO PARTICIPATE IN ANY CLASS ACTION, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING AGAINST SGSL.

18. GOVERNING LAW

This Agreement shall be governed by and construed exclusively in accordance with the laws of the Federal Republic of Nigeria, without regard to its conflict of law provisions. For disputes not subject to arbitration, the parties submit to the exclusive jurisdiction of the courts of the Federal Capital Territory, Abuja.

19. GENERAL PROVISIONS

19.1 Entire Agreement

This Agreement, together with the Ezzyly General Terms of Service, Privacy Policy, and Service Standards (all incorporated herein by reference), constitutes the entire agreement between SGSL and the Service Provider with respect to the subject matter hereof, and supersedes all prior negotiations, representations, and understandings.

19.2 Amendments

SGSL may amend this Agreement at any time upon thirty (30) days' prior notice to the Service Provider via the app or registered email address. Continued use of the platform after the effective date of the amendment constitutes acceptance of the amended terms.

19.3 Severability

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

19.4 Assignment

SGSL may assign this Agreement without restriction. The Service Provider may not assign this Agreement or any rights or obligations hereunder without SGSL's prior written consent.

19.5 Waiver

Failure by SGSL to enforce any provision of this Agreement shall not constitute a waiver of that provision or any other provision.

19.6 Force Majeure

Neither party shall be in breach of this Agreement for any delay or failure in performance caused by circumstances beyond their reasonable control, including but not limited to acts of God, flooding, natural disasters, strikes, pandemic, government restrictions, or telecommunications failures.

19.7 Language

This Agreement is in English. Any translations are for convenience only; the English version governs.

SCHEDULE A — VERIFICATION REQUIREMENTS

All Service Providers must submit the following documents during onboarding. Incomplete submissions will result in delayed or rejected onboarding.

SCHEDULE B — PAYMENT FLOW SUMMARY

This Schedule provides a plain-language summary of the Ezzyly payment model for clarity.

ACCEPTANCE AND EXECUTION

By completing the Ezzyly onboarding process, including submitting verification documents and activating your Service Provider account, you confirm that you have read, understood, and agree to be legally bound by this Service Provider Agreement in its entirety.

Electronic acceptance of this Agreement (via the Ezzyly app onboarding flow) constitutes a valid and legally binding execution under the Cybercrimes (Prohibition, Prevention, Etc.) Act of Nigeria and the Evidence Act.

For and on behalf of Seer Global Solutions Limited:

This document is the official Service Provider Agreement for the Ezzyly platform, a product of Seer Global Solutions Limited.

Ezzyly™ is a trademark of Seer Group Inc. (USA). © 2026 Seer Global Solutions Limited. All rights reserved.

Questions? Contact: TOS@seerglobalsolutions.com