Legal Document

Vendor Agreement

Last Updated: January 15, 2025
Effective Date: February 1, 2025
Jurisdiction: New York, USA
Entity: SPIFFY LLC
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Read Before Applying as a Vendor

This Vendor Agreement governs your participation as a supplier on the Spiffy platform. By completing vendor registration and submitting KYC documents, you agree to all terms herein. Spiffy operates a strict Hidden Vendor Model — your identity is never disclosed to buyers.

1

Eligibility & Onboarding

To become a Spiffy vendor, you must be a registered legal business entity with a valid trade license, manufacturing facility, or sourcing network. Individual freelancers are not eligible.

  • Submit complete KYC documents including business registration, factory audit report, and bank details
  • Pass Spiffy's vendor screening process (2-5 business days)
  • Maintain production capacity to fulfil orders from the 5-piece Global MOQ upward
  • Agree to all platform rules including the Hidden Vendor Model
2

Vendor Obligations

As a Spiffy vendor, you are solely responsible for production quality, timely delivery, and compliance with buyer specifications as communicated through the platform.

  • Fulfill orders within agreed production timelines (typically 21-28 days)
  • Maintain consistent product quality matching approved samples
  • Communicate proactively via the Spiffy messaging system — no direct buyer contact
  • Submit production photos at key milestones for QC review
  • Pack and ship per Spiffy's logistics guidelines
3

Hidden Vendor Model (HVM)

Spiffy operates under a strict Hidden Vendor Model. Your identity, factory name, location, and all business information must remain completely confidential from buyers at all times.

  • Never communicate your business name, factory address, or contact details to buyers
  • Do not include any vendor branding on products, packaging, or shipping labels
  • All shipments must use Spiffy-approved neutral packaging
  • Violation of HVM is grounds for immediate contract termination and legal action
  • Spiffy will rebrand all products under buyer's or Spiffy's label as required
4

Product Listings & Approval

All products must be submitted through the Spiffy vendor portal and approved by our admin team before becoming visible to buyers.

  • Submit complete product specifications, fabric details, and sample images
  • Products must pass Spiffy's quality standards review (3-5 business days)
  • Admin reserves the right to reject or request modifications to any listing
  • Pricing must be in USD and competitive with global market rates
  • Products must have clear MOQ, lead time, and customization options specified
5

Pricing & Commission

Vendors set their base prices in USD. Spiffy adds a platform margin before displaying prices to buyers. The exact margin is confidential and may vary by product category.

  • All pricing must be in USD — no other currency accepted
  • Spiffy reserves the right to adjust buyer-facing prices without notice
  • Vendor base price is locked for 90 days after listing approval
  • Volume discounts must be pre-agreed and documented in the vendor portal
  • Commission and platform fees are deducted before vendor payout
6

Order Fulfillment

Upon receiving an order through Spiffy, vendors must confirm acceptance within 24 hours and begin production within 48 hours of receiving the 30% deposit.

  • Confirm order within 24 hours of notification
  • Begin production within 48 hours of deposit clearance
  • Submit production milestone photos at 25%, 50%, and 100% completion
  • Ship within agreed lead time — delays must be reported immediately
  • Provide tracking information within 24 hours of dispatch
7

Quality Control & Inspection

Spiffy reserves the right to conduct quality inspections at any stage of production. Vendors must allow Spiffy-appointed inspectors access to their facility upon request.

  • Pre-production sample must be approved before bulk production begins
  • Spiffy QC team may visit factory for inspection with 48-hour notice
  • Failed QC results in production hold until issues are rectified
  • Vendors bear the cost of rework or replacement for quality failures
  • Final inspection report must be submitted before shipment release
8

Payment Terms

Spiffy operates a 30/70 escrow payment model. 30% is collected from the buyer upon order confirmation and released to the vendor after production verification.

  • 30% deposit released to vendor after production start confirmation
  • Remaining 70% released after successful delivery and buyer acceptance
  • Payment via bank transfer (SWIFT/IBAN) in USD only
  • Payment processed within 5-7 business days after release trigger
  • Disputes may delay payment until resolution is reached
9

Intellectual Property

Vendors acknowledge that buyer-provided designs, logos, and artwork remain the exclusive property of the buyer. Vendors may not reproduce, sell, or use such assets for any other purpose.

  • Buyer designs are confidential and may not be shared with third parties
  • Vendors may not produce unauthorized copies of buyer designs
  • All custom molds, dies, and tools made for a buyer's order are buyer property
  • Spiffy retains ownership of platform content, product listings, and data
  • Vendors grant Spiffy a non-exclusive license to use product images for marketing
10

Confidentiality

Both parties agree to maintain strict confidentiality regarding pricing, buyer identities, platform operations, and any proprietary information shared during the vendor relationship.

  • Do not disclose buyer names, brands, or order details to any third party
  • Spiffy's platform pricing, margins, and algorithms are strictly confidential
  • Non-disclosure extends 3 years beyond termination of this agreement
  • Data breaches must be reported to Spiffy within 24 hours of discovery
11

Termination

Either party may terminate this agreement with 30 days written notice. Spiffy reserves the right to immediately suspend or terminate vendor access for cause.

  • Immediate termination for HVM violations, fraud, or quality failures
  • 30-day notice required for voluntary termination
  • Pending orders must be fulfilled before termination is effective
  • Outstanding payments will be settled within 30 days of termination
  • Terminated vendors may not re-apply for 12 months
12

Governing Law

This Vendor Agreement is governed by the laws of the State of New York, USA. Any disputes shall be resolved through binding arbitration in New York City.

SPIFFY LLC - Vendor Relations

244 Fifth Avenue, Suite D265, New York, NY 10001, USA

Email: [email protected]

Questions About Vendor Terms?

Our vendor relations team is available to discuss partnership terms, production requirements, and onboarding. Average response time: under 1 business day.