Terms of Use

1. INTRODUCTION

Welcome to Merchant Business.

Merchant Business is a digital business communication and marketplace platform that enables individuals and businesses to connect, communicate, showcase products, discover vendors, and manage commercial activities through a single application.

Unlike conventional messaging applications that primarily allow users to communicate or view business profiles, Merchant Business enables vendors to create digital storefronts where their products can be displayed publicly and discovered by potential customers.

The platform also provides features that may include business messaging, voice or video communication, product listings, inventory management, order management, product advertising, and business analytics.

These Terms of Use ("Terms") govern your access to and use of the Merchant Business mobile application, website, digital storefronts, and associated services, collectively referred to as the "Platform".

For the purposes of these Terms, "Merchant Business", "we", "us", or "our" refers to the entity legally responsible for operating the Platform, whose details will be provided in the final published version of this document.

"User", "you", or "your" refers to any individual or business accessing or using the Platform, including buyers, vendors, visitors, and other registered users.

By registering an account, accessing a storefront, listing products, communicating with other users, or otherwise using the Platform, you agree to be bound by these Terms and our applicable Privacy Policy.

If you do not agree to these Terms, you must discontinue your use of the Platform.

2. ELIGIBILITY AND ACCOUNT REGISTRATION

2.1 Eligibility

You must be legally capable of entering into a binding agreement to use the Platform.

If you are registering on behalf of a business, company, organisation, or another legal entity, you represent that you have the authority to bind that entity to these Terms.

Where permitted by applicable law, individuals below the age of 18 may use the Platform only with the necessary involvement, consent, or supervision of a parent or legal guardian. However, they may not undertake transactions or activities for which applicable law requires them to be adults.

2.2 Account creation

Certain features of the Platform may require you to create an account.

During registration, you agree to provide accurate, complete, and current information and to update your details when necessary.

You must not:

• Create an account using false, misleading, or stolen identity information.
• Impersonate another person, business, or organisation.
• Register an account on behalf of another person or entity without proper authorisation.
• Create multiple accounts to evade restrictions, abuse promotions, manipulate platform features, or engage in fraudulent activities.
• Use another user's account without permission.

We reserve the right to request additional information where reasonably necessary to verify an account, investigate suspected abuse, or comply with applicable legal requirements.

2.3 Account security

You are responsible for maintaining the confidentiality of your login credentials and for taking reasonable steps to secure your account.

You must notify us promptly if you suspect unauthorised access to your account.

We are not responsible for losses arising from your failure to protect your credentials, except to the extent that such losses result from circumstances for which we are legally responsible.

2.4 Account accuracy and verification

We may introduce account verification or business verification procedures.

Where verification badges or other indicators are available, their meaning will be determined by the verification criteria communicated by Merchant Business.

Unless expressly stated otherwise, verification does not constitute a guarantee of a user's honesty, financial standing, product quality, business legitimacy, or ability to fulfil orders.

3. NATURE OF THE MERCHANT BUSINESS PLATFORM

3.1 Platform services

Merchant Business provides digital tools that allow users to interact and conduct business activities.

Depending on the features available to your account, the Platform may enable you to:

• Create and manage a personal or business profile.
• Establish a digital storefront for displaying products and services.
• Publish product images, descriptions, prices, and availability information.
• Discover products and storefronts published by other users.
• Communicate through messaging and available voice or video calling features.
• Manage product catalogues, inventory, and orders.
• Advertise products or promote storefronts.
• Access sales information, performance reports, or other business insights.
• Use additional features introduced from time to time.

Some features may be available only to eligible accounts, subscribed vendors, or users who meet specific requirements.

3.2 Merchant Business is not necessarily the seller

Unless Merchant Business expressly identifies itself as the seller or contracting party in a particular transaction, Merchant Business acts as a technology platform that connects buyers and vendors; it does not own, manufacture, stock, or sell products listed by independent vendors.

Vendors are generally responsible for their own products, pricing, representations, inventory, sales, order fulfilment, delivery arrangements, warranties, and customer service.

Buyers should exercise reasonable care when selecting vendors and purchasing products through the Platform.

3.3 No automatic endorsement

The appearance of a vendor, product, storefront, advertisement, or user profile on the Platform does not mean that Merchant Business endorses, certifies, or guarantees that vendor or product.

Any verification process, product placement, advertisement, recommendation, or visibility feature must not be interpreted as an unconditional guarantee of quality, safety, authenticity, or performance.

3.4 Independent transactions

Unless a particular transaction is expressly processed under a Merchant Business payment or transaction service, buyers and vendors may enter into agreements directly with one another.

The rights and obligations arising from those agreements are generally between the relevant buyer and vendor, subject to applicable law and any additional terms governing services provided by Merchant Business.

Nothing in this section excludes obligations or liabilities that Merchant Business cannot lawfully exclude.

4. VENDOR STOREFRONTS AND PUBLIC PRODUCT LISTINGS

This section governs the use of Merchant Business as a marketplace where vendors can display products publicly rather than relying solely on direct messaging or profile visits.

4.1 Creation of storefronts

Eligible users may create digital storefronts to showcase products and services to potential customers.

Vendors are responsible for ensuring that their storefronts contain accurate, lawful, and up-to-date information about their businesses and offerings.

A storefront may include a business name, description, contact information, product catalogue, photographs, prices, availability information, and other features supported by the Platform.

4.2 Public visibility

Products and storefronts designated as public may be visible to users beyond the vendor's existing contacts or direct messaging conversations.

Depending on the Platform's design and settings, public listings may be discoverable through internal search, browsing, recommendations, sharing, advertising, or other discovery features.

By publishing a product or storefront publicly, you authorise Merchant Business to display and distribute the submitted content as reasonably necessary to operate, present, promote, and improve the Platform.

This authorisation is subject to your account settings, the Privacy Policy, applicable law, and any additional permissions required for particular uses.

You acknowledge that public information may be viewed, shared, captured, or otherwise reproduced by third parties. Removing a listing may not eliminate copies previously obtained by other users or third-party services.

You should not publish confidential, sensitive, or private information that you do not intend to make publicly accessible.

4.3 Product information

Vendors must ensure that all product listings are truthful, accurate, sufficiently descriptive, and not misleading.

Depending on the nature of the product, relevant information may include:

• Product name and description.
• Clear and representative product photographs.
• Current selling price and applicable charges.
• Stock availability.
• Product specifications, size, colour, model, or condition.
• Applicable warranties or limitations.
• Delivery options, estimated delivery periods, and associated costs.
• Relevant safety information, usage instructions, or restrictions.
• Any other information required by applicable law.

Vendors must not advertise products as available when they know that the products cannot reasonably be supplied, or deliberately publish inaccurate prices to attract buyers.

Where a listing becomes inaccurate, unavailable, or obsolete, the vendor must update or remove it promptly.

4.4 Product photographs and representations

Vendors must use photographs and descriptions that fairly represent the products being offered.

Stock photographs, illustrative images, edited images, or digitally generated images must not be used in a way that materially misrepresents a product's appearance, condition, quality, authenticity, or specifications.

Vendors must not falsely claim that products are original, certified, branded, locally manufactured, imported, or approved by a particular organisation.

4.5 Pricing and additional charges

Vendors are responsible for publishing accurate prices and clearly communicating applicable taxes, delivery charges, service charges, and other mandatory costs.

Where prices may change due to availability, currency fluctuations, customisation, or other legitimate circumstances, vendors must communicate the applicable terms clearly before the buyer commits to a purchase.

A vendor must not use misleading pricing practices, undisclosed compulsory charges, or deceptive discounts to induce purchases.

4.6 Product availability and inventory

Vendors must make reasonable efforts to keep published inventory information accurate.

If a product becomes unavailable after a buyer has expressed an intention to purchase it, the vendor must communicate the situation promptly and must not knowingly accept payment for a product that cannot be supplied without disclosing the relevant limitation.

4.7 Merchant Business moderation

We may review, restrict, remove, or disable product listings and storefronts that violate these Terms, applicable law, or our published policies.

We may also investigate reports of counterfeit goods, fraud, misleading advertising, unsafe products, intellectual property infringement, or other prohibited activities.

Where appropriate and legally permissible, we may request additional documentation or clarification from a vendor.

We do not guarantee that every listing will be reviewed before publication or that all prohibited content will be identified immediately.

5. VENDOR RESPONSIBILITIES

Every vendor using Merchant Business agrees to:

• Operate lawfully and comply with applicable business, consumer protection, tax, advertising, product safety, and other regulatory requirements.
• Provide truthful information about their identity and business.
• Offer only products or services that they are legally permitted to sell.
• Maintain reasonable inventory and order records.
• Honour valid commitments made to buyers.
• Communicate material changes to pricing, availability, or fulfilment arrangements.
• Handle customer enquiries, complaints, and after-sales obligations responsibly.
• Protect buyers' personal information and use it only for legitimate, disclosed purposes.
• Refrain from fraudulent, deceptive, abusive, or discriminatory conduct prohibited by law.
• Respect the intellectual property and other lawful rights of third parties.
• Comply with applicable requirements for product returns, refunds, warranties, and cancellations.
• Cooperate reasonably with investigations into suspected misconduct.

Vendors must not use Merchant Business to facilitate illegal sales, money laundering, fraud, or other unlawful activities.

Where a vendor operates a regulated business or sells regulated products, the vendor is responsible for obtaining and maintaining any licences, permits, approvals, or certifications required by law.

6. BUYER RESPONSIBILITIES

Buyers using Merchant Business agree to:

• Provide accurate information when registering or making enquiries.
• Review product descriptions, prices, conditions, and delivery terms before purchasing.
• Ask relevant questions where information is unclear.
• Verify vendor details and assess the credibility of offers where reasonably necessary.
• Make payments only through agreed and legitimate payment channels.
• Avoid fraudulent payment confirmations, chargeback abuse, or other dishonest practices.
• Treat vendors and other users respectfully.
• Refrain from harassing, threatening, defrauding, or misleading other users.
• Respect applicable laws and the rights of other users.

Buyers should exercise particular caution when dealing with unfamiliar vendors, unusually low prices, requests for advance payment, or requests to share sensitive financial or authentication information.

Merchant Business does not guarantee that every vendor will fulfil an order or that every product will meet a buyer's expectations.

However, buyers retain any consumer rights and legal remedies that apply to their transactions.

7. ORDERS, PURCHASES, DELIVERY, RETURNS, AND REFUNDS

7.1 Order placement

The availability of product listings does not necessarily mean that a binding purchase contract has been formed.

Depending on the transaction flow, a buyer's enquiry, order submission, payment, or receipt of an order confirmation may have different legal effects.

Vendors must communicate their order acceptance process clearly and must not mislead buyers about whether an order has been accepted.

Where Merchant Business provides an order management feature, users must follow the instructions and status information displayed within that feature.

7.2 Vendor fulfilment

Unless Merchant Business expressly undertakes fulfilment for a particular service, vendors are responsible for processing accepted orders, preparing products, communicating delivery arrangements, and fulfilling their obligations to buyers.

Vendors must not falsely mark orders as dispatched, delivered, or completed.

7.3 Delivery

Delivery methods, costs, timelines, and responsibilities must be communicated by the vendor or the relevant fulfilment provider.

Estimated delivery dates are not guaranteed unless expressly stated as such.

Where delays occur, the responsible party should communicate material changes promptly and handle any resulting obligations in accordance with the applicable agreement and law.

7.4 Returns, cancellations, and refunds

Vendors must maintain and communicate fair, lawful, and transparent policies for returns, cancellations, exchanges, and refunds.

Those policies must not unlawfully exclude statutory consumer rights.

The applicable policy may depend on the product, the reason for the request, the stage of fulfilment, and any mandatory legal requirements.

Where Merchant Business introduces a centralised returns, refunds, buyer protection, or dispute-handling service, additional terms may apply.

7.5 Merchant Business payment services

The availability of a storefront or order management feature does not, by itself, mean that Merchant Business receives, holds, processes, or guarantees payments.

Where the Platform offers integrated payment services, the relevant payment terms, transaction fees, settlement arrangements, refund procedures, and applicable third-party payment provider terms will govern those services.

Users must not assume that a transaction is protected by an escrow, buyer protection, or payment guarantee service unless that protection is expressly offered.

7.6 Transaction disputes

Buyers and vendors should first attempt to resolve ordinary transaction disputes directly and in good faith.

Where a Merchant Business dispute-resolution process is available, users may submit relevant information through the designated channels.

We may, at our discretion and subject to applicable law and the scope of our services, assist with communication, request supporting evidence, restrict accounts suspected of misconduct, or take other reasonable measures.

Unless expressly stated otherwise, Merchant Business is not required to arbitrate every dispute, reimburse losses, recover payments, or act as a party to contracts between independent buyers and vendors.

Nothing in these Terms limits any right to seek relief from a competent court or other legally authorised dispute-resolution body.

8. MESSAGING, VOICE CALLS, AND VIDEO CALLS

Merchant Business may provide messaging, voice calling, video calling, or other communication features to facilitate interactions between users.

By using these features, you agree that:

• Your communications must comply with applicable laws and these Terms.
• You must not use the Platform to threaten, harass, defraud, intimidate, or exploit other users.
• You must not send unsolicited bulk messages, deceptive promotions, malicious links, or abusive content.
• You must not impersonate another person or misrepresent your relationship with a business or organisation.
• You must respect the privacy and consent of other users.
• You are responsible for the accuracy of statements you make to other users and for commitments you make during conversations.

Merchant Business does not guarantee the truthfulness of statements made by users or the successful outcome of negotiations conducted through the Platform.

You must comply with applicable laws regarding the recording, interception, or distribution of communications. You must obtain any consent legally required before recording or sharing another person's communications.

We may restrict communication features where reasonably necessary to address abuse, protect users, maintain security, or comply with legal obligations.

9. PROHIBITED ACTIVITIES

You must not use Merchant Business to engage in, facilitate, promote, or attempt any of the following activities:

9.1 Fraud and deception

• Selling counterfeit, stolen, or unlawfully obtained goods.
• Publishing fake product listings or fictitious storefronts to deceive buyers.
• Collecting payments without a genuine intention to fulfil the relevant transaction.
• Manipulating product reviews, ratings, sales statistics, or advertising performance.
• Engaging in identity theft, impersonation, phishing, or other deceptive conduct.

9.2 Illegal products and services

• Advertising or selling goods or services prohibited by applicable law.
• Offering regulated products without required licences or authorisations.
• Promoting illegal financial schemes, money laundering, or fraudulent investment opportunities.
• Facilitating human trafficking, exploitation, or other serious criminal activity.

9.3 Intellectual property violations

• Publishing products or content that unlawfully infringe copyrights, trademarks, patents, or other intellectual property rights.
• Using another business's identity, branding, photographs, or product descriptions without permission where permission is required.
• Selling counterfeit branded goods or falsely claiming affiliation with a brand.

9.4 Platform abuse

• Attempting to gain unauthorised access to accounts, systems, or data.
• Introducing malware, malicious code, or harmful links.
• Interfering with the Platform's security, stability, or normal operation.
• Scraping, harvesting, or collecting user data through unauthorised automated means.
• Circumventing account restrictions, advertising limits, or other security controls.
• Manipulating search results, recommendations, advertisements, or other discovery mechanisms.

9.5 Harassment and privacy violations

• Harassing, threatening, stalking, or intimidating other users.
• Publishing another person's private information without a lawful basis.
• Sharing confidential business information obtained without authorisation.
• Using contact details or customer information for unlawful purposes.

9.6 Misuse of advertising

• Running misleading or deceptive advertisements.
• Making unsupported claims about product performance, health benefits, financial returns, or safety.
• Advertising products that violate applicable law or our advertising policies.
• Manipulating ad engagement, impressions, clicks, or conversions.

We may publish additional prohibited-product rules, community standards, advertising requirements, and acceptable-use policies. Such policies form part of these Terms where expressly incorporated or otherwise made applicable to the relevant service.

10. PRODUCT ADVERTISING AND PROMOTIONAL FEATURES

Merchant Business may provide paid or unpaid features that increase the visibility of products, storefronts, or vendor content.

These may include promoted listings, sponsored placements, targeted advertising, or other promotional services.

10.1 Advertising eligibility

Vendors are responsible for ensuring that advertisements are lawful, accurate, properly authorised, and consistent with applicable advertising requirements.

We may reject, suspend, or remove advertisements that violate these Terms or our advertising policies.

10.2 Advertising fees

Where paid advertising is offered, the applicable fees, billing arrangements, campaign duration, and other material conditions will be communicated before or during the purchase process.

Vendors are responsible for reviewing those conditions before committing to a campaign.

10.3 Advertising performance

We do not guarantee a specific number of impressions, clicks, enquiries, leads, sales, or revenue unless an express written agreement provides otherwise.

Advertising results may depend on factors such as audience demand, competition, budget, targeting, product suitability, and platform availability.

10.4 Advertising content

By submitting content for advertising, you authorise us to display that content as necessary to deliver the purchased advertising service.

You represent that you have the rights and permissions necessary to use the submitted text, images, trademarks, and other materials for that purpose.

11. SUBSCRIPTIONS, FEES, AND PAYMENTS

Merchant Business may introduce subscriptions, premium features, paid storefront services, advertising credits, transaction charges, or other commercial offerings.

Where applicable, the relevant pricing and payment conditions will be presented before you purchase or subscribe.

You agree to pay all applicable charges associated with services you purchase.

Unless otherwise stated in the applicable offer or required by law:

• Fees must be paid according to the payment terms communicated at the time of purchase.
• Subscription renewals, where applicable, will follow the disclosed renewal conditions.
• Cancellation of a subscription may not automatically entitle you to a refund for a period already paid for.
• Promotional offers may be subject to additional eligibility requirements.
• Applicable taxes and third-party charges may be payable where disclosed and legally permitted.

Any refund, cancellation, or renewal policy applicable to a paid service must be interpreted consistently with applicable consumer protection law.

We may change our pricing or introduce new fees for future services by providing reasonable notice where appropriate. Changes will not retrospectively alter fees already paid unless the relevant agreement or applicable law permits it.

If a payment is disputed, reversed, or found to be fraudulent, we may investigate the transaction and take proportionate measures to protect the Platform and affected users.

12. USER CONTENT AND INTELLECTUAL PROPERTY

12.1 Ownership of user content

You generally retain ownership of the content you create or submit to Merchant Business, including product photographs, descriptions, storefront branding, business information, messages, and other materials, subject to any rights belonging to third parties.

You are responsible for ensuring that you have the necessary rights to upload, publish, display, and distribute such content.

12.2 Licence granted to Merchant Business

When you submit or publish content through the Platform, you grant Merchant Business a non-exclusive, worldwide, royalty-free licence to host, store, reproduce, process, format, display, transmit, and distribute that content to the extent reasonably necessary to operate, maintain, secure, and provide the services you use.

For publicly published storefronts and product listings, this licence includes displaying the content to potential customers and making it available through relevant Platform discovery and promotional features.

Where you purchase advertising or expressly authorise an additional promotional service, the licence also covers the uses reasonably necessary to provide that service.

The licence continues for as long as reasonably necessary to provide the relevant services, comply with legal obligations, resolve disputes, enforce agreements, and maintain legitimate security or business records.

Where content has been deleted, we will handle remaining copies in accordance with our Privacy Policy, applicable law, and legitimate technical or legal retention requirements.

This licence does not transfer ownership of your content to Merchant Business.

12.3 Content removal

You may edit or remove content through the available account features, subject to applicable restrictions.

We may remove, restrict, or disable content where we reasonably believe that it violates these Terms, infringes third-party rights, creates a security risk, or exposes users or Merchant Business to legal or operational harm.

Where appropriate, we may notify the affected user of the action taken and provide an opportunity to respond.

12.4 Merchant Business intellectual property

The Platform's software, interface, branding, logos, designs, features, documentation, and other materials owned by Merchant Business are protected by applicable intellectual property laws.

Except where expressly permitted, you may not copy, modify, distribute, reverse engineer, resell, or commercially exploit these materials without the necessary authorisation.

Your use of the Platform does not transfer ownership of Merchant Business intellectual property to you.

12.5 Intellectual property complaints

If you believe that content on the Platform infringes your intellectual property rights, you may contact us using the contact details provided in these Terms.

Your complaint should identify the affected material, explain the rights you believe have been infringed, provide sufficient information to locate the content, and include evidence of your authority to make the complaint.

We may request further information and take appropriate action in accordance with applicable law.

13. PRIVACY AND PERSONAL INFORMATION

Your use of Merchant Business is also governed by our Privacy Policy, which explains how personal information is collected, used, stored, disclosed, and protected.

Users must handle personal information obtained through the Platform responsibly and in accordance with applicable data protection law.

Vendors must not collect, disclose, sell, or use buyers' personal information for purposes that are unlawful, unauthorised, or inconsistent with applicable privacy requirements.

For example, customer contact details obtained through a transaction must not automatically be treated as permission to send unrelated marketing messages.

Where a user withdraws consent or objects to a particular use of their personal information, the relevant parties must comply with applicable legal requirements.

Merchant Business may process information necessary to operate accounts, display storefronts, facilitate communications, provide analytics, prevent fraud, improve services, and meet legal obligations, as explained in the Privacy Policy.

Users should consult the Privacy Policy for further information about data rights, retention, security, and requests concerning personal information.

14. THIRD-PARTY SERVICES AND LINKS

The Platform may contain links to external websites, payment services, delivery providers, analytics services, communication systems, or other third-party products.

These services may operate under separate terms and privacy policies.

Merchant Business does not automatically control or endorse third-party services merely because they are accessible through the Platform.

Where you use a third-party service, you are responsible for reviewing the terms that apply to your use of that service.

Our responsibility for third-party services, products, or conduct will be determined by applicable law and any specific agreement governing the relevant service.

15. PLATFORM AVAILABILITY, CHANGES, AND MAINTENANCE

We aim to provide a reliable and useful service. However, the Platform may occasionally experience downtime, errors, maintenance periods, delays, or interruptions.

We do not guarantee uninterrupted access or that every feature will always be available on every device or operating system.

We may modify, update, suspend, replace, or discontinue features where reasonably necessary for operational, technical, security, commercial, or legal reasons.

Where a material change significantly affects a paid service, we will provide notice where reasonably practicable and as required by applicable law or the relevant service agreement.

Users are responsible for maintaining compatible devices, supported software, and appropriate internet access.

We are not responsible for failures caused by circumstances beyond our reasonable control, subject to any obligations imposed by applicable law.

16. SUSPENSION AND TERMINATION

16.1 User termination

You may stop using Merchant Business at any time.

Where account deletion is available, you may submit a deletion request through the relevant account settings or the support channels provided by Merchant Business.

Account deletion may be subject to lawful retention obligations, unresolved transactions, fraud investigations, dispute resolution, or other legitimate requirements explained in the Privacy Policy.

Deleting an account does not automatically cancel independent obligations owed to another user or eliminate liabilities incurred before termination.

16.2 Suspension or restriction

We may suspend, restrict, or terminate an account or particular Platform features where we reasonably believe that:

• The user has materially violated these Terms.
• The account is being used for fraud, illegal activity, or serious abuse.
• The user has infringed intellectual property rights or violated another person's legal rights.
• The account poses a material security, legal, or operational risk.
• The user has failed to meet applicable payment obligations.
• We are required to act by law, a competent authority, or a binding legal order.
• Continued access would materially compromise the Platform or other users.

Where appropriate and legally permissible, we may issue a warning or provide an opportunity to correct the violation before taking further action.

We may take immediate action where necessary to prevent fraud, protect users, preserve security, or comply with legal obligations.

16.3 Consequences of termination

Upon suspension or termination, access to some or all Platform features may be restricted.

We may remove or disable storefronts, listings, advertisements, and other content associated with the affected account where reasonably necessary.

Termination does not automatically extinguish payment obligations, outstanding contractual commitments, or rights and obligations that by their nature should survive termination.

Sections concerning intellectual property, outstanding obligations, liability, dispute resolution, and other provisions intended to survive termination will continue to apply as appropriate.

17. DISCLAIMERS

To the extent permitted by applicable law, Merchant Business is provided on an "as available" basis.

We do not warrant that:

• The Platform will always operate without interruption or errors.
• Every vendor or buyer will act honestly or fulfil their commitments.
• All product listings, storefronts, or user representations will be accurate.
• Every product will be safe, authentic, lawful, or suitable for a particular purpose.
• The Platform will generate any particular level of business growth, sales, leads, or revenue.
• Every dispute between users can be resolved through the Platform.

Users are responsible for exercising reasonable judgement when evaluating listings, communicating with other users, entering into transactions, and sharing information.

Nothing in these Terms excludes a warranty, statutory right, or obligation that cannot lawfully be excluded under applicable law.

18. LIMITATION OF LIABILITY

To the extent permitted by applicable law, Merchant Business will not be liable for indirect, incidental, special, exemplary, or consequential losses arising from the use of the Platform, including loss of anticipated profits, business opportunities, goodwill, or data, where such losses are legally excludable.

Subject to applicable law, we will not be responsible for losses arising solely from:

• Disputes between independent buyers and vendors.
• A vendor's failure to deliver a product or provide an advertised service.
• Inaccurate product information supplied by a user.
• Unauthorised access resulting from a user's failure to secure their account.
• Third-party services or events outside our reasonable control.
• Temporary interruptions or technical failures that we are not legally responsible for.

Nothing in this section excludes or limits liability for fraud, fraudulent misrepresentation, wilful misconduct, gross negligence where applicable, death or personal injury caused by negligence, breach of a non-excludable statutory duty, or any other liability that cannot lawfully be excluded or limited.

Where a limitation of liability is permitted, the applicable limitation must be reasonable and consistent with the nature of the service, the circumstances of the claim, and mandatory legal requirements.

Important: Any monetary cap on Merchant Business's liability should be determined and reviewed by a Nigerian legal practitioner before publication. No specific cap is inserted here because the appropriate amount depends on the operating model, paid services, and applicable law.

19. INDEMNIFICATION

To the extent permitted by applicable law, you agree to be responsible for losses, claims, liabilities, and reasonable costs arising from your unlawful conduct, material breach of these Terms, infringement of third-party rights, or misuse of the Platform.

Where your conduct causes a third party to bring a claim against Merchant Business, we may seek recovery of losses for which you are legally responsible.

This section does not require you to indemnify Merchant Business for losses caused by our own breach of law, negligence, misconduct, or other circumstances for which you cannot lawfully be held responsible.

We will handle claims under this section reasonably and in accordance with applicable law.

20. COMPLIANCE WITH APPLICABLE LAWS

Users must comply with the laws applicable to their activities on Merchant Business.

These may include, where applicable:

• Consumer protection requirements.
• Data protection and privacy obligations.
• Intellectual property laws.
• Product safety and labelling requirements.
• Tax and business registration requirements.
• Advertising and marketing regulations.
• Electronic transactions and electronic communications requirements.
• Laws regulating particular products, services, or industries.

For users and transactions in Nigeria, relevant laws may include the Federal Competition and Consumer Protection Act 2018, the Nigeria Data Protection Act 2023, and other applicable federal or state legislation, regulations, and binding requirements.

References to particular laws are illustrative and do not replace the obligation to comply with all applicable legal requirements, including amendments and subsequent legislation.

Merchant Business may cooperate with competent authorities where required by law.

21. DISPUTE RESOLUTION AND GOVERNING LAW

These Terms shall be governed by the laws of the Federal Republic of Nigeria, subject to any mandatory legal protections or jurisdictional requirements that apply to a particular user or transaction.

Where a dispute arises concerning these Terms or the use of Merchant Business, the parties should first attempt to resolve it through good-faith discussions.

A user may contact Merchant Business through the designated support channels to raise a complaint.

If the dispute cannot be resolved informally, either party may pursue the remedies available through a competent court or another legally authorised dispute-resolution process.

Nothing in this section prevents a user from approaching a relevant consumer protection authority, data protection authority, regulator, or court where legally entitled to do so.

Any specific arbitration clause, exclusive jurisdiction provision, or mandatory pre-litigation process should be introduced only after appropriate legal review.

22. CHANGES TO THESE TERMS

We may update these Terms from time to time to reflect changes in our services, operational requirements, legal obligations, or business practices.

When we make material changes, we will take reasonable steps to notify users, such as publishing the revised Terms on the Platform, updating the effective date, or providing an in-app notification where appropriate.

Unless otherwise stated, revised Terms will apply from their stated effective date.

Where applicable law requires affirmative consent to a material change, we will obtain that consent before applying the change to the affected service.

Your continued use of the Platform after revised Terms take effect may constitute acceptance where permitted by applicable law.

If you do not agree to a material change, you should discontinue use of the affected services and may close your account, subject to outstanding obligations and applicable legal requirements.

23. GENERAL PROVISIONS

23.1 Entire agreement

These Terms, together with the Privacy Policy and any additional terms expressly applicable to particular services, constitute the agreement governing your use of Merchant Business.

Where separate terms govern a particular paid service or transaction, those terms will apply to that service or transaction to the extent of any inconsistency.

23.2 Severability

If any provision of these Terms is found to be unlawful, invalid, or unenforceable, that provision will be interpreted or limited to the extent necessary to make it enforceable where legally permissible.

If that is not possible, the affected provision will be severed, and the remaining provisions will continue to apply.

23.3 No waiver

A failure or delay by Merchant Business in enforcing a provision of these Terms does not constitute a waiver of that provision or any other right.

23.4 Assignment

You may not transfer your rights or obligations under these Terms to another party without our consent where consent is legally required.

Merchant Business may transfer its rights or obligations as part of a lawful corporate restructuring, merger, acquisition, or transfer of the relevant business, subject to applicable law and any required notices or consents.

23.5 No agency relationship

Unless expressly agreed otherwise, these Terms do not create an employment, partnership, joint venture, or agency relationship between Merchant Business and an independent vendor or buyer.

Vendors remain responsible for their own business operations and obligations.

23.6 Electronic communications

You agree that we may communicate with you electronically through the Platform, email, or other contact channels you have provided, subject to applicable law and your communication preferences.

Electronic notices and records may be used to the extent legally recognised.

23.7 Force majeure

To the extent permitted by applicable law, we will not be responsible for delays or failures caused by events beyond our reasonable control, including natural disasters, widespread network failures, governmental restrictions, civil emergencies, or major infrastructure disruptions.

This provision does not excuse obligations that applicable law requires us to perform despite such events.