Provider & Contractor Agreement

This Agreement is made between:

• NNARKSUP COMPANY LIMITED (Company Registration No. CS089630426), a company incorporated under the laws of the Republic of Ghana with its registered office at GD-019-2900, Near Fidelity Bank, Adenta, Accra, Greater Accra, Ghana (hereinafter referred to as "Nnarksup", "the Platform", or "We")
• THE PROVIDER (hereinafter referred to as "You", "Your", "Provider", "Contractor", or "Service Provider")

1. Definitions & Interpretation

1.1 Definitions

In this Agreement, unless context otherwise requires:

• "Client" means the User who has engaged You through the Platform to execute a Project.
• "Milestone" means a distinct phase of work with defined deliverables, specifications, and payment amount as agreed in the Project Agreement.
• "Platform" means the Nnarksup digital infrastructure through which You access Projects, submit Documentation, and receive payments.
• "Project Agreement" means the specific agreement between You and a Client for execution of a particular Project, incorporating:
  • Scope of work
  • Specifications and quality standards
  • Milestone definitions
  • Payment schedule
  • Timeline
  • Special terms (if any)
  • "Proof of Work" or "Documentation" means the evidence You submit to demonstrate Milestone completion, including:
  • Photographs and videos
  • Invoices and receipts
  • Inspection reports
  • Material certifications
  • Progress reports
  • Any other evidence required by the Project Agreement
• "Verification" means the process by which Nnarksup confirms Your completion of Milestones through AI analysis, field officer inspection, or other methods.
• "Verified Provider Network" means the pool of pre-screened contractors and service providers who have completed Nnarksup's vetting process and are eligible to bid on or be invited to Projects.

1.2 Incorporation of User Agreement Terms

1.2.1 Certain provisions of the User Agreement (definitions, dispute resolution, general provisions) are incorporated into this Provider Agreement by reference and apply mutatis mutandis (with necessary modifications).

2. Provider Onboarding & Verification

2.1 Application Process

2.1.1 To join the Verified Provider Network, You must:

(a) Create an account at nnarksup.com and set up your business

• Choose Business when you sign up, and we create the business with you
• Or start as an individual and add your business from the platform afterwards

There is no separate provider application form. You join the Verified Provider Network by completing the steps below once your business exists on the platform.

(b) Provide

• Business registration documents (company certificate, business permit)
• Tax Identification Number (TIN)
• Professional licenses (where applicable - e.g., contractor license, electrician certification)
• Proof of insurance (liability insurance, workers' compensation)
• Bank account details for payment receipt
• Portfolio of past work (photos, client references)
• Owner/director identification documents

(c) Undergo background checks

• Criminal record check (if required by law or Nnarksup policy)
• Credit check (for financial stability assessment)
• Reference verification (contact with past clients)

(d) Complete Nnarksup Provider Training

• Platform usage
• Documentation standards
• Quality requirements
• Communication protocols
• Safety and compliance

2.1.2 Nnarksup reviews your submitted documents and vetting outcome within [14] Business Days and may:

• Approve: Grant access to the Verified Provider Network
• Conditionally approve: Grant limited access pending additional requirements
• Reject: Decline Verified Provider Network status (with reasons provided)

2.1.3 Nnarksup reserves the right to decline any provider without detailed explanation if doing so is necessary for Platform integrity, legal compliance, or business reasons.

2.2 Ongoing Verification Requirements

2.2.1 To maintain status in the Verified Provider Network, You must:

(a) Annual Re-verification

• Submit updated business registration and insurance documents annually
• Renew professional licenses and certifications
• Update portfolio with recent projects

(b) Performance Standards

• Maintain a minimum [4.0/5.0] star rating (average of Client reviews)
• Achieve at least [80]% Milestone completion rate (verified completions / total Milestones accepted)
• Respond to Client communications within [24] hours

(c) Compliance

• Maintain valid insurance coverage at all times
• Comply with all Applicable Laws (building codes, labor laws, safety regulations)
• Adhere to Nnarksup's Code of Conduct for Providers

2.2.2 Failure to meet ongoing requirements may result in:

• Probationary status (limited Project access)
• Suspension from the Network
• Permanent removal (de-listing)

2.3 Provider Tiers & Benefits

2.3.1 Nnarksup operates no provider tier system. There are no Standard, Pro or Elite providers, no bid limits, no commission discounts and no purchased or awarded placement in search results.

What exists instead is a reputation score, earned from settled Projects, on-time delivery and verified counterparties, and a badge that reflects it. Marketplace listings are ordered by that score alone. Nothing can be bought to move a listing up, and no arrangement with Nnarksup changes its position.

2.3.2 Your reputation score is recalculated as Projects settle, so it reflects a rolling record rather than a status granted at a point in time.

3. Scope of Work & Project Execution

3.1 Project Engagement Process

3.1.1 You may be engaged for Projects through:

(a) Bidding: Submit proposals in response to open Project postings

(a) Automatic Assignment: Based on availability and platform rating

(b) Invitation: Receive direct invitations from Clients who have reviewed Your profile

(c) Referral: Recommended by Nnarksup to Clients based on suitability matching

3.1.2 Once selected by a Client:

• You and the Client negotiate and finalize the Project Agreement
• The Project Agreement is executed electronically through the Platform
• Nnarksup facilitates the agreement but is NOT a party to it (You and the Client are the contracting parties)
• Client allocates Funds, and Partner Bank places Controlled Hold

3.1.3 You acknowledge:

• The contract is between You and the Client (not Nnarksup)
• Nnarksup acts as facilitator, verifier, and payment coordinator
• Nnarksup is not liable for Client's breach of the Project Agreement but makes measures to prevent such
• Payment is contingent on verified Milestone completion

3.2 Performance Obligations

3.2.1 You agree to:

(a) Execute work in accordance with

• Project Agreement specifications
• Applicable building codes and technical standards
• Industry best practices
• Safety regulations

(b) Use materials that

• Meet or exceed specifications in the Project Agreement
• Are fit for purpose
• Comply with quality standards (British Standards, ISO, or local equivalent)
• Are obtained from reputable suppliers

(c) Maintain workmanship quality

• Execute work professionally and competently
• Employ qualified personnel with necessary skills
• Supervise work to ensure quality standards
• Correct defects identified during or after Verification

(d) Adhere to timelines

• Complete Milestones by agreed deadlines
• Notify Client and Nnarksup immediately of delays
• Provide updated completion estimates if delays occur

(e) Maintain safety

• Implement health and safety measures on site
• Provide personal protective equipment (PPE) to workers
• Comply with occupational health and safety laws
• Maintain liability insurance covering work performed

(f) Communicate proactively

• Respond to Client and Nnarksup inquiries within [24] hours
• Provide regular progress updates (at least weekly for ongoing Milestones)
• Notify immediately of issues that may affect completion or cost
• Maintain professional and respectful communication

3.3 Change Orders

3.3.1 If changes to the Project scope are required:

(a) Client-Requested Changes

• Must be agreed in writing through the Platform
• May result in adjusted Milestone payments and timelines
• Client bears cost of changes unless caused by Your error

(b) Unforeseen Conditions

• If You encounter conditions not reasonably foreseeable (e.g., rock in excavation, hidden structural issues), notify Client immediately
• Parties negotiate revised scope and pricing
• Work may be paused pending agreement

(c) Your-Initiated Changes

• You may NOT deviate from agreed specifications without Client approval
• Unauthorized changes may be rejected and require correction at Your expense

3.3.2 All change orders must be documented through the Platform's change management system to ensure Controlled Hold adjustments and audit trail.

4. Documentation & Verification

4.1 Documentation Requirements

4.1.1 For each Milestone, You must submit the following Documentation:

(a) Photographic Evidence

Minimum [10] high-resolution photos showing:

• Overall progress
• Detail shots of critical elements
• Different angles of completed work
• Photos must be:
  • Clear and well-lit
  • Taken from perspectives that demonstrate quality
  • Include context (e.g., measuring tape for dimensions)
  • Geo-tagged and time-stamped (Platform app does this automatically)

(b) Video Evidence (for structural or critical Milestones)

• Walk-through video (2-5 minutes) narrated by You or site supervisor
• Shows all aspects of completed work
• Highlights compliance with specifications

(c) Invoices & Receipts

• Itemized invoices for materials purchased
• Receipts from suppliers
• Labor cost breakdown (if applicable)
• Rental equipment invoices (if applicable)

(d) Certifications & Test Results

• Material test certificates (concrete strength, steel grade, etc.)
• Electrical/plumbing inspection certificates (if required)
• Third-party engineer reports (if commissioned by Client)

(e) Progress Reports

• Written description of work completed
• Comparison to Project Agreement specifications
• Any deviations or issues encountered
• Statement of compliance with quality standards

4.1.2 Documentation must be uploaded to the Platform within [48] hours of Milestone completion claim.

4.1.3 Failure to provide complete Documentation may result in:

• Verification delay
• Rejection of Milestone completion claim
• Payment withholding until Documentation is satisfactory

4.2 Verification Process

4.2.1 After You submit Documentation, Nnarksup initiates Verification:

• Step 1: AI-Assisted Analysis
• Automated review of photos (authenticity check, quality indicators)
• Invoice validation (format, plausibility, duplication check)
• Comparison to Project specifications
• Step 2: Field Officer Inspection (for Projects >GH₵50,000 or at Client's request)
• Physical site visit by Nnarksup-appointed Verification Officer
• Quality assessment against specifications
• Photographic documentation by Officer
• Completion of inspection checklist
• Step 3: Verification Report
• Nnarksup compiles all evidence into a Verification Report
• Recommendation: Approve (Milestone complete) OR Reject (Milestone incomplete/defective)
• Report shared with Client for review
• Step 4: Client Approval
• Client reviews Verification Report
• Approves or rejects Milestone within [5-10] Business Days (per User Agreement)
• If approved (or auto-approved), payment is authorized

4.2.2 Your Rights During Verification:

• Receive copy of Verification Report
• If rejected, receive specific reasons for rejection
• Opportunity to correct defects and resubmit (one resubmission allowed per Milestone)
• Escalate disputes per Article 8

4.3 Quality Standards

4.3.1 Work is considered complete when it meets:

• Specifications: All elements in the Project Agreement delivered as specified
• Workmanship: Industry-standard quality (no defects visible to reasonable inspection)
• Functionality: All systems operational (plumbing, electrical, mechanical)
• Safety: No safety hazards present
• Code Compliance: Adherence to building codes (where verification is possible without specialist inspection)

4.3.2 Defects & Corrections:

• Minor Defects: Small imperfections that don't affect functionality (may be accepted with price adjustment or correction required)
• Major Defects: Significant issues affecting functionality, safety, or compliance (must be corrected before approval)
• Latent Defects: Defects not reasonably discoverable during Verification (addressed under warranty provisions in Project Agreement)

5. Payment Terms

5.1 Payment Structure

5.1.1 Payment for Your services is structured as follows:

(a) Milestone-Based

• Each Project is divided into Milestones with assigned payment amounts
• Payment for each Milestone is contingent on verified completion
• No upfront payments (payment upon completion, not in advance)

(b) Payment Amount

• As agreed in the Project Agreement
• Inclusive of:
  • Labor costs
  • Materials costs
  • Equipment rental
  • Overhead and profit
  • Any taxes You are required to collect (if applicable)

(c) Platform Commission

Nnarksup currently deducts no commission from Your payment. On approval of a GH₵10,000 Milestone, GH₵10,000 is released to You.

If a commission is introduced, it will be stated here and shown to You before You accept work it applies to.

5.2 Payment Process

5.2.1 Upon Milestone approval:

• Step 1: The Milestone is approved by those required to sign off on it.
• Step 2: The Milestone amount is released from escrow to the Milestone payee in full.
• Step 3: Payment confirmation is sent to You.

5.2.2 Payment Timing:

• Target: [3] Business Days from Milestone approval to funds in Your account
• Actual timing depends on:
  • Partner Bank processing time
  • Inter-bank transfer delays
  • Accuracy of Your bank account details

5.2.3 You acknowledge:

• Nnarksup does not hold Funds (they flow through from Partner Bank)
• Nnarksup is not liable for bank processing delays
• Payment timing may vary based on banking infrastructure

5.3 Retainage (if applicable)

5.3.1 Some Project Agreements may include retainage (holdback):

• A percentage ([5-10]%) of each Milestone payment held back
• Released upon final Project completion and defects liability period expiry
• Example: GH₵10,000 Milestone with 10% retainage → You receive GH₵9,000, GH₵1,000 held

5.3.2 Retainage terms are defined in the Project Agreement and managed through the Platform.

5.4 Disputed Payments

5.4.1 If a Client rejects a Milestone, You have the right to:

• Review the Verification Report and rejection reasons
• Correct defects and resubmit (within timeline specified in rejection notice)
• Escalate to dispute resolution (Article 8) if You believe rejection is unjustified

5.4.2 Payment is withheld during disputes until resolution.

5.4.3 If arbitration/mediation finds in Your favor:

• Payment is released (including any accrued delays if Client was at fault)
• Client may be liable for Your costs

5.4.4 If arbitration/mediation finds against You:

• Payment remains withheld
• You may be liable for Client's costs
• Milestone may be reassigned to another Provider at Your expense

5.5 Currency & Taxes

5.5.1 All payments are in Ghana Cedis (GH₵) unless otherwise agreed.

5.5.2 Tax Obligations:

• You are solely responsible for all taxes on Your income
• Nnarksup may withhold taxes if required by Applicable Law (e.g., withholding tax)
• You must provide valid TIN and tax compliance certificates
• You agree to indemnify Nnarksup for any tax liability arising from Your failure to comply with tax laws

5.5.3 If a Platform commission is introduced, it will be exclusive of VAT, and VAT will be added where it applies.

6. Provider Representations & Warranties

6.1 Authority & Capacity

6.1.1 You represent and warrant that:

(a) You have full legal capacity and authority to enter into this Agreement and Project Agreements

(b) If operating as a company/partnership, You are duly registered and in good standing

(c) You have all necessary licenses, permits, and qualifications to perform the work

(d) Entering into this Agreement does not violate any other agreement or obligation

6.2 Competence & Experience

6.2.1 You represent and warrant that:

(a) You possess the skills, experience, and expertise necessary for the work You undertake

(b) Information provided in Your Provider profile (qualifications, portfolio, references) is accurate and current

(c) You will employ qualified personnel with necessary skills

(d) You maintain appropriate equipment and tools for the work

6.3 Compliance

6.3.1 You represent and warrant that:

(a) You comply with all Applicable Laws, including

• Building codes and construction regulations
• Labor laws (minimum wage, working hours, worker safety)
• Environmental regulations
• Tax laws

(b) You maintain all required insurance

• Liability insurance (minimum coverage: GH₵[100,000])
• Workers' compensation insurance (if employing workers)
• Professional indemnity insurance (for specialized services)

(c) You are not subject to sanctions, embargoes, or trade restrictions

(d) You have not been convicted of fraud, corruption, or crimes involving dishonesty

6.4 No Conflicts

6.4.1 You represent and warrant that:

(a) You have no conflicts of interest that would affect Your performance

(b) You will not accept payments or benefits from materials suppliers or subcontractors that create conflicts (unless disclosed and approved by Client)

(c) You will not engage in bid rigging, collusion, or other anti-competitive practices

6.5 Breach of Warranties

6.5.1 Breach of any representation or warranty is grounds for:

• Immediate termination of this Agreement
• Removal from Verified Provider Network
• Forfeiture of payments for incomplete work
• Liability for damages
• Reporting to regulatory authorities (if applicable)

7. Termination & Suspension

7.1 Termination by Provider

7.1.1 You may terminate this Agreement (withdraw from the Verified Provider Network) by:

• Providing [30] days' written notice to Nnarksup
• Completing all ongoing Projects OR
• Transferring ongoing Projects to replacement Providers approved by Clients

7.1.2 You may NOT abandon Projects mid-stream. Doing so results in:

• Forfeiture of payments for incomplete Milestones
• Liability for Client's costs to engage replacement Provider
• Permanent ban from the Platform
• Negative reference provided to industry bodies (if requested)

7.2 Suspension by Nnarksup

7.2.1 Nnarksup may immediately suspend Your access to the Verified Provider Network if:

(a) Client complaints indicate quality issues or unprofessional conduct

(b) Your rating falls below [3.5/5.0]

(c) You fail to respond to Client communications for [48] hours

(d) Insurance coverage lapses

(e) Professional licenses expire

(f) Nnarksup suspects fraud, safety violations, or Applicable Law violations

(g) Required by regulatory authority or court order

7.2.2 During suspension:

• You cannot bid on new Projects
• Ongoing Projects may continue (if Clients consent)
• You must rectify the issue within [14] days to avoid termination

7.3 Termination by Nnarksup

7.3.1 Nnarksup may terminate this Agreement immediately without notice if:

(a) You commit fraud, misrepresentation, or material breach

(b) You abandon a Project

(c) Your rating falls below [3.0/5.0] for two consecutive quarters

(d) You fail to cure a suspension issue within [14] days

(e) You are convicted of a crime involving dishonesty or violence

(f) You violate safety regulations resulting in injury or property damage

(g) You engage in bribery, corruption, or kickbacks

7.3.2 Upon termination:

• All access to the Platform is revoked
• Ongoing Projects must be completed OR Client chooses replacement Provider
• Payments for verified Milestones will be released
• Payments for incomplete Milestones are forfeited
• You may be liable for Client's damages

7.4 Effect of Termination

7.4.1 Obligations that survive termination:

• Payment of Nnarksup commissions for completed Milestones
• Warranty obligations for completed work
• Indemnification obligations
• Confidentiality obligations
• Dispute resolution provisions

8. Dispute Resolution

8.1 Disputes Between Provider and Client

8.1.1 Disputes arising from Project Agreements (scope, quality, payment) shall be resolved:

• Step 1: Direct Negotiation (10 days)
• Parties attempt good-faith resolution
• Step 2: Nnarksup Mediation (Non-Binding)
• Nnarksup may offer mediation services (facilitation only, not binding decision)
• Nnarksup's mediators review evidence and provide recommendations
• Parties may accept or reject recommendations
• Step 3: Binding Arbitration
• If mediation fails, disputes proceed to arbitration per User Agreement Article 12
• Provider and Client are parties; Nnarksup is not a party (unless its actions are disputed)

8.1.2 During disputes:

• Disputed Milestone payments are held pending resolution
• Work on subsequent Milestones may pause (parties' discretion)
• Nnarksup continues to provide Platform services

8.2 Disputes Between Provider and Nnarksup

8.2.1 Disputes between You and Nnarksup (suspension, termination, commission disputes) shall be resolved per the same arbitration framework in User Agreement Article 12.

9. Liability & Indemnification

9.1 Provider Liability to Client

9.1.1 You are solely liable to the Client for:

• Work quality and fitness for purpose
• Compliance with specifications
• Safety of the work site
• Injury or property damage caused by Your negligence
• Delays caused by Your actions
• Breach of the Project Agreement

9.1.2 Nnarksup is NOT liable for Your performance. Clients' remedies are against You, not Nnarksup (subject to Nnarksup's separate obligations).

9.2 Indemnification of Nnarksup

9.2.1 You agree to indemnify, defend, and hold harmless Nnarksup from:

(a) Claims by Clients arising from Your breach of Project Agreements or negligence

(b) Third-party claims (neighbors, subcontractors, suppliers) related to Your Projects

(c) Regulatory penalties resulting from Your non-compliance

(d) Intellectual property infringement claims related to designs or methods You use

(e) Injury or death caused by Your unsafe practices

(f) Environmental damage caused by Your work

9.2.2 This indemnification obligation is unlimited in amount and duration.

9.3 Insurance Requirements

9.3.1 You must maintain and provide evidence of:

(a) Public Liability Insurance: Minimum GH₵[100,000] per occurrence

(b) Professional Indemnity Insurance: (for specialized trades) Minimum GH₵[50,000]

(c) Workers' Compensation: As required by Applicable Law if You employ workers

9.3.2 Insurance policies must:

• Name Nnarksup as an additional insured (for liability insurance)
• Provide [30] days' notice of cancellation to Nnarksup
• Be maintained throughout Your participation in the Verified Provider Network and for [2] years after completion of each Project

9.3.3 Failure to maintain insurance is grounds for immediate suspension/termination.

10. Confidentiality & Data Protection

10.1 Confidentiality

10.1.1 You agree to keep confidential:

• Client personal information and financial details
• Project details (locations, budgets, specifications) unless publicly visible
• Nnarksup's business methods, algorithms, and commission structures
• Communications with Clients and Nnarksup

10.1.2 You may disclose confidential information only:

• To employees/subcontractors with a need to know (bound by confidentiality)
• As required by law or court order (with notice to Nnarksup/Client where possible)

10.1.3 Confidentiality obligations survive termination for [5] years.

10.2 Data Protection

10.2.1 In performing Projects, You may process personal data (Client names, contact details, property information). You agree to:

• Process data only for Project execution purposes
• Implement reasonable security measures
• Not sell or misuse data
• Comply with the Data Protection Act, 2012 (Act 843) and GDPR (if applicable)

10.2.2 Nnarksup processes Your personal data (profile, performance, financial) per its Privacy Policy. By joining the Verified Provider Network, You consent to such processing.

11. Code of Conduct

11.1 Professional Standards

11.1.1 You agree to:

• Conduct yourself professionally and ethically
• Treat Clients, Verification Officers, and Nnarksup staff with respect
• Avoid discriminatory, harassing, or abusive behavior
• Maintain work sites in orderly, safe condition
• Minimize disruption to neighbors

11.2 Prohibited Conduct

11.2.1 You shall NOT:

• Solicit Clients to bypass the Platform (direct engagement outside Platform)
• Offer or accept bribes or kickbacks
• Misrepresent qualifications, experience, or work completed
• Submit fraudulent Documentation (fake photos, forged invoices)
• Use substandard materials while billing for quality materials
• Employ child labor or forced labor
• Discriminate based on race, religion, gender, or other protected characteristics
• Engage in price-fixing or bid rigging with other Providers

11.2.2 Violations result in immediate termination and may be reported to authorities.

11.3 Intellectual Property Respect

11.3.1 You agree to:

• Use only properly licensed software, designs, and plans
• Not infringe third-party copyrights, patents, or trademarks
• Obtain Client approval before using proprietary designs
• Credit architects/designers where appropriate

12. General Provisions

12.1 Independent Contractor

12.1.1 You are an independent contractor, not an employee, agent, or partner of Nnarksup.

12.1.2 Nnarksup does not:

• Control how You perform work (only verifies results)
• Provide tools, equipment, or materials
• Withhold taxes from Your payments (You are responsible for taxes)
• Provide employee benefits

12.1.3 You are responsible for:

• Your own taxes and social security contributions
• Your own insurance
• Your own workers' compensation (if You employ others)

12.2 Subcontracting

12.2.1 You may subcontract portions of work ONLY with:

• Prior written approval from the Client
• Subcontractors who meet similar standards (licensed, insured, qualified)

12.2.2 You remain fully liable for subcontractors' performance.

12.2.3 Unapproved subcontracting is grounds for termination and forfeiture of payment.

12.3 Amendments

12.3.1 Nnarksup may amend this Agreement upon [30] days' notice. Continued participation in the Verified Provider Network constitutes acceptance.

12.3.2 If You do not accept amendments, You may terminate per Article 7.1.

12.4 Governing Law & Dispute Resolution

12.4.1 This Agreement is governed by the laws of the Republic of Ghana.

12.4.2 Disputes are resolved per arbitration provisions in User Agreement Article 12 (incorporated by reference).

12.5 Entire Agreement

12.5.1 This Agreement, together with Project-specific agreements and Nnarksup's Provider Policies, constitutes the entire agreement between You and Nnarksup regarding Your participation in the Verified Provider Network.

13. Acknowledgment & Acceptance

13.1 BY SUBMITTING A PROVIDER APPLICATION, CREATING A PROVIDER PROFILE, OR BIDDING ON PROJECTS, YOU ACKNOWLEDGE THAT YOU HAVE:

• Read and understood this Agreement in its entirety
• Agreed to be bound by all terms and conditions
• Understood that payment is contingent on verified Milestone completion
• Accepted the milestone-based payment structure and Platform commissions
• Agreed to maintain insurance and comply with all professional standards