Terms and Conditions

These Terms and Conditions (the “Terms”) govern the access to and use of the KIPA e-commerce application (the “App” or “Platform”) created and operated by Kipa Global Innovations LTD (RC9241123), a company incorporated in the Federal Republic of Nigeria with its registered office at 27, Amaehule Street, Eliogbolo, Rivers State, Nigeria (the “Company” or “KIPA”).

By accessing, browsing, or using the App, you agree to be bound by these Terms. If you do not agree to these Terms, you must not access or use the App.

Definitions and Interpretation

Defined Terms

In these Terms, unless the context otherwise requires, the following words and expressions shall have the following meanings:

“Account” means the registered account created by a User on the App in accordance with Clause 3.

“App” or “Platform” means the KIPA e-commerce application, including all associated websites, mobile applications, features, content, and services operated by the Company.

“Applicable Law” means all applicable laws, statutes, regulations, regulatory requirements, directives, guidelines, regulatory instruments, court orders, and governmental authority requirements applicable in the Federal Republic of Nigeria or any other relevant jurisdiction.

“Approved Shipping Channels” means the third-party logistics, courier, shipping, fulfillment, and delivery providers approved or integrated by KIPA through the App from time to time.

“Buyer” or “Customer” means any User who uses the App to browse, purchase, or otherwise acquire Products or Services from a Vendor.

“Company” or “KIPA” means Kipa Global Innovations LTD (RC9241123), a company incorporated in the Federal Republic of Nigeria.

“Confidential Information” means any non-public, proprietary, or confidential information disclosed by one party to another in connection with the use of the App, including business data, transaction records, and Account information.

“Content” means any text, images, photographs, videos, product listings, reviews, ratings, feedback, or other material uploaded, posted, or transmitted through the App by a User.

“Delivery Policy” means KIPA’s shipping, delivery, fulfillment, and logistics policy, as updated from time to time and published on the App.

“Dispute” has the meaning given in Clause 16(A).

“Escrow” means the arrangement whereby payments made by a Buyer are held by the Payment Service Provider in a designated account pending fulfillment of the applicable release conditions.

“Effective Date” means the date on which these Terms are published on the App or as otherwise stated at the top of these Terms.

“Intellectual Property” means all patents, copyrights, trademarks, trade names, service marks, trade secrets, know-how, database rights, design rights, and all other intellectual property rights, whether registered or unregistered, together with all applications for any of the foregoing.

“KIPA Indemnified Parties” has the meaning given in Clause 10(B).

“Payment Service Provider” or “PSP” means the third-party payment service provider engaged to process payments, hold funds in Escrow, and release funds in connection with transactions conducted through the App.

“Platform Fees” means all commissions, transaction fees, service charges, subscription fees, listing fees, delivery-related fees, administrative fees, or other charges payable to KIPA.

“Platform Policies” means all policies, procedures, standards, operational requirements, compliance requirements, guidelines, and rules published by KIPA from time to time, including the Refund and Returns Policy, Delivery Policy, and Prohibited Products Policy.

“Products” or “Services” means any goods, products, services, or other items listed for sale or offered by a Vendor through the App.

“Prohibited Activities” has the meaning given in Clause 14.

“Prohibited Products Policy” means the provisions of these Terms governing prohibited, restricted, or regulated products and services.

“Privacy Policy” means the Company’s privacy policy as published on the App and updated from time to time, which forms part of these Terms by reference.

“Refund and Returns Policy” means KIPA’s policy governing returns, refunds, replacements, cancellations, and related procedures applicable to transactions conducted through the App.

“User” means any individual or entity that accesses or uses the App, including Vendors and Buyers.

“Vendor” or “Seller” means any individual or entity that lists, offers for sale, or sells Products or Services through the App.

Interpretation

In these Terms:

• references to clauses are references to clauses of these Terms;
• headings are for convenience only and shall not affect the interpretation of these Terms;
• words importing the singular include the plural and vice versa;
• references to “writing” or “written” include email and other electronic communications;
• “including” and similar expressions are to be construed without limitation;
• references to any statute or statutory provision include any subordinate legislation made under it and any modification, amendment, or re-enactment thereof.

Acceptance of Terms

• By creating an Account, accessing, or using the App, you acknowledge that you have read, understood, and agree to be bound by these Terms, together with the other Platform Policies.
• KIPA reserves the right to modify, amend, or update these Terms at any time. Any changes shall become effective upon publication on the App. Your continued use of the App following the publication of amended Terms constitutes your acceptance of such amendments.
• It is your responsibility to review these Terms periodically. If you do not agree to any amended Terms, you must immediately discontinue your use of the App and close your Account.
• Users consent to the use of electronic communications, records, signatures, notices, disclosures, and other documents in connection with the App and all transactions conducted through the App.
• Users agree that electronic acceptance of these Terms, including through click-wrap, sign-up acceptance, checkbox acceptance, or similar mechanisms, constitutes a legally binding agreement.
• Electronic records and communications shall satisfy any legal requirement that such communications be in writing or signed, to the maximum extent permitted under applicable law.

User Registration and Accounts

• To access certain features of the App, you must create an Account by providing accurate, complete, and current registration information as required by the App.
• You must be at least eighteen (18) years of age, or the age of legal majority in your jurisdiction if higher, to create an Account and use the App.
• You are solely responsible for maintaining the confidentiality and security of your Account credentials, including your username, password, and any other authentication information.
• You must immediately notify KIPA of any unauthorised access to or use of your Account. KIPA shall not be liable for any loss or damage arising from your failure to comply with this obligation.
• You may not create more than one Account, impersonate any person or entity, or use a false identity when registering. KIPA reserves the right to suspend or terminate any Account that it reasonably believes has been created in breach of this Clause 3.
• KIPA reserves the right to conduct identity verification, know-your-customer (KYC), anti-money laundering (AML), sanctions screening, fraud prevention, and other compliance checks on any User at any time.
• Users shall promptly provide all information and documentation reasonably requested by KIPA or the PSP for verification, compliance, fraud prevention, or regulatory purposes.

KIPA and/or the PSP may suspend, restrict, delay, withhold, or refuse access to the App, transactions, payouts, or Accounts where reasonably necessary to:

• complete verification procedures;
• investigate suspected fraud, money laundering, terrorist financing, sanctions violations, charge-backs, or unlawful activity;
• comply with applicable law, regulatory requirements, court orders, or PSP requirements; or
• protect Users, KIPA, the PSP, or the integrity of the App.

KIPA may report suspicious transactions, unlawful activity, or compliance concerns to regulators, law enforcement agencies, financial institutions, PSPs, or other competent authorities in accordance with applicable law.

Platform Services

• KIPA operates solely as a technology-enabled e-commerce platform facilitating interactions and transactions between Buyers and Vendors and, unless expressly stated otherwise, is not the manufacturer, importer, exporter, distributor, merchant of record, reseller, supplier, or owner of Products listed on the App.
• KIPA does not own, sell, resell, furnish, provide, manage, or control any of the Products or Services listed on the App. The listing, sale, and delivery of Products or Services is the sole responsibility of the relevant Vendor.

KIPA makes no representations, warranties, or guarantees regarding:

• the quality, safety, legality, accuracy, or fitness for purpose of any Products or Services listed on the App;
• the ability of Vendors to sell or deliver Products or Services;
• the ability of Buyers to pay for Products or Services;
• the truth or accuracy of any Content, listings, or descriptions provided by Users.

• Any contract for the sale and purchase of Products or Services is formed solely between the Vendor and the Buyer. KIPA shall not be liable for any breach, non-performance, or dispute arising from any such transaction.
• The Company shall use commercially reasonable efforts to ensure that the Platform is available to the Vendor and Consumers; however, KIPA does not guarantee that the App will be uninterrupted, error-free, secure, or continuously available.
• The App may be subject to downtime, maintenance, delays, interruptions, system failures, cyber incidents, or technical malfunctions.
• KIPA reserves the right to modify, suspend, restrict, or discontinue any feature, functionality, or portion of the App at any time without liability.
• To the maximum extent permitted by law, KIPA shall not be liable for any loss arising from any interruption, inaccessibility, delay, or unavailability of the App.
• Nothing in these Terms shall be construed as creating any partnership, agency, employment, fiduciary, joint venture, or representative relationship between KIPA and any User, Vendor, Buyer, or third party. No User has any authority to bind, represent, or act on behalf of KIPA in any manner whatsoever.
• KIPA reserves all rights not expressly granted under these Terms and may take any action reasonably necessary to protect the App, Users, transactions, intellectual property, operational integrity, compliance position, or business interests of KIPA.

Vendor/Seller Obligations

Each Vendor represents, warrants, and undertakes that:

• all Products and Services listed on the App are accurately and truthfully described, and all product listings, descriptions, images, and specifications are materially accurate and not misleading;
• the Vendor has full legal right, title, and authority to sell the Products or Services listed;
• all Products and Services comply with all applicable laws, regulations, and standards in the Federal Republic of Nigeria, including the Federal Competition and Consumer Protection Act (FCCPA) 2018 and any applicable consumer protection regulations;
• the Vendor shall fulfil all orders promptly and in accordance with the terms of the listing and any applicable delivery timelines communicated to the Buyer;
• all Products are of satisfactory quality, free from material defects, and fit for their stated purpose;
• the Vendor shall comply with the Platform Policies and all applicable consumer protection obligations;
• the Vendor shall maintain all necessary licences, permits, and approvals required to sell the Products or Services; and
• the Vendor shall not engage in any Prohibited Activities as defined in Clause 14.

The Vendor shall maintain the following Listing Standards:

• product titles must accurately describe the product and must not contain misleading claims, excessive capitalisation, or promotional language;
• product descriptions must be clear, complete, and written in English or such other language as the Company may permit;
• pricing must be displayed in Nigerian Naira and must include all applicable taxes, duties, and charges, unless otherwise stated; and
• all product categories and attributes must be correctly assigned.

Unless otherwise expressly stated in the applicable listing or delivery terms:

• the Vendor shall bear sole responsibility for packaging, shipping, delivery, and fulfillment of Products sold through the App;
• risk in the Products shall pass to the Buyer upon confirmed delivery evidenced by signed receipt, OTP confirmation, delivery confirmation through the App, or logistics tracking confirmation;
• title to the Products shall pass to the Buyer upon full payment and delivery;
• any delivery timelines displayed on the App are estimates only unless expressly guaranteed by the Vendor; and
• Third-party logistics services are provided independently, and KIPA’s liability in relation thereto shall be subject to Clause 11.

• Vendors shall comply with all applicable Platform Policies published by KIPA from time to time. KIPA reserves the right to suspend listings, withhold payouts, restrict Accounts, impose penalties, or terminate Vendor access for failure to comply with the Platform Policies.
• The Vendor shall be solely liable for any product liability, personal injury, property damage, or other claim arising from or in connection with any Products or Services sold through the App.
• The Vendor shall comply with all applicable tax obligations, including the collection and remittance of any value added tax (VAT) or other taxes payable in respect of transactions conducted through the App.
• Vendors shall comply with all operational, packaging, shipping, fulfillment, dispatch, tracking, and delivery requirements set out in the Platform Policies. Failure to comply may result in refunds, penalties, suspension of payouts, delisting of Products, Account restrictions, or termination.
• KIPA does not guarantee any minimum sales volume, customer traffic, revenue, visibility, engagement, transaction frequency, or commercial success for any Vendor, Product, or listing.
• KIPA may request records, invoices, licences, fulfillment records, shipping records, tax information, product authenticity evidence, or other supporting documentation from Vendors at any time for compliance, investigation, dispute resolution, or audit purposes.

Refunds, Returns and Cancellation Policies

• Vendors shall comply with the Company’s returns, refunds, and cancellation policies as published on the Platform from time to time, which shall be consistent with the Consumer Protection Laws.
• Buyers may request returns, replacements, refunds, cancellations, or dispute resolution in accordance with this Clause and any operational procedures/policies published by KIPA from time to time.

Buyers shall be entitled to return products and receive a full refund in the following circumstances:

• the product is defective, damaged, or not as described in the Listing;
• the product was not delivered within the timeframe specified at the time of purchase;
• the product is counterfeit or materially different from what was ordered; or
• the buyer exercises a right of cancellation before the Product has been dispatched, shipped, or handed over to an Approved Shipping Channel for delivery, or where the Product has already been shipped, before delivery to the Consumer.
• the Product is otherwise eligible for return under applicable law or KIPA’s operational standards.

The Vendor shall process refunds within the following timeframes:

• for defective or not-as-described products, within forty-eight (48) hours of the product being returned or the return being approved;
• for non-delivery, within forty-eight (48) hours of the refund request being approved; and
• for buyer cancellations under Clause 6(c)(iv), within forty-eight (48) hours of receipt of the returned product.

Buyers must notify KIPA or the Vendor of any eligible complaint, dispute, refund request, return request, or delivery issue within forty-eight (48) hours following delivery of the Product or the expected delivery date, failing which the transaction may be deemed accepted and completed, except where mandatory consumer rights under applicable law provide otherwise.

Any dispute, complaint, refund request, return request, cancellation request, or other disagreement arising under this Clause shall be handled and resolved in accordance with the dispute resolution provisions contained in these Terms. Upon receipt of any such request, KIPA may initiate review and investigation procedures, request additional information, facilitate communication between the parties, and take such actions or make such determinations as may be reasonably necessary in accordance with these Terms, applicable Platform Policies, and applicable law.

Certain Products may be non-returnable or non-refundable, including:

• perishable goods;
• customised or personalised Products;
• intimate, sanitary, or hygiene-sensitive Products;
• digital products or downloadable content once accessed;
• Products damaged through misuse by the Buyer.

• KIPA reserves the right to determine refund eligibility, facilitate dispute resolution, require return shipment, issue full/partial refunds, and reject fraudulent, abusive, excessive, bad-faith, manipulative, dishonest, or otherwise improper refund or return requests.
• Approved refunds may be processed through the PSP using the original payment method, subject to applicable processing timelines and PSP procedures.
• Vendors shall remain solely responsible for defective Products, fulfillment failures, returns obligations, and applicable consumer protection liabilities.
• Nothing in this Clause shall operate to exclude, restrict, or limit any mandatory consumer rights or remedies available under applicable law.

Buyer Obligations

Each Buyer represents, warrants, and undertakes that:

• all information provided by the Buyer in connection with any transaction, including delivery addresses, contact information, and payment details, is accurate, complete, and current;
• the Buyer shall make payment for all Products and Services purchased through the App in accordance with Clause 9;
• the Buyer shall inspect Products promptly upon delivery and report any defects, discrepancies, non-delivery, or non-conformities within the timeframes specified in the Refund and Returns Policy or Delivery Policy;
• the Buyer shall not make any false, fraudulent, or misleading claims regarding any transaction, Product, or Service;
• the Buyer shall engage in good faith in any dispute resolution process facilitated by KIPA; and
• the Buyer shall not engage in any Prohibited Activities as defined in Clause 14.

The Buyer acknowledges that KIPA is not the seller of any Products or Services. In the event of any claim, complaint, dispute, refund request, return request, delivery issue, or any other issue relating to a Product or Service, the Buyer must open a dispute ticket through the Platform in accordance with the dispute resolution process set out in these Terms. KIPA shall facilitate communication and resolution between the Buyer and the relevant Vendor through the dispute ticket process.

Where delivery fails due to Buyer unavailability, refusal to accept delivery, inaccurate delivery information, or repeated failed delivery attempts, the Buyer may be responsible for additional delivery, storage, return, re-dispatch, or administrative costs.

Delivery Policy

• KIPA provides access to, and may also list and make available within the App, approved third-party shipping, logistics, courier, fulfilment, and delivery providers (“Approved Shipping Channels”). Such listing and access are provided for convenience, and the Seller may select from the available Approved Shipping Channels for fulfilment of orders.
• Vendors and Buyers shall conduct all shipment, fulfilment, dispatch, delivery, and logistics operations relating to transactions on the App exclusively through the Approved Shipping Channels made available and listed by KIPA, unless otherwise expressly authorised by KIPA in writing. All shipment and dispatch activities must be carried out through such Approved Shipping Channels.
• Vendors shall process and dispatch confirmed orders within forty-eight (48) hours of order confirmation and shall ensure that all dispatched orders are handed over to the Approved Shipping Channels within the same forty-eight (48) hour period.

Vendors shall:

• properly package, label, and prepare all Products for shipment to prevent damage during transit;
• provide accurate and current shipment, dispatch, tracking, and delivery information through the App;
• provide a valid tracking number, proof of dispatch, or other shipment confirmation where applicable;
• promptly notify Buyers and KIPA of fulfilment issues, delays, failed deliveries, stock shortages, dispatch failures, or delivery exceptions;
• comply with all applicable shipping, logistics, customs, export, import, transportation, and regulatory requirements; and
• use only the Approved Shipping Channels and shipping methods prescribed or approved by KIPA.

Where a Vendor is unable to fulfil an order within the applicable fulfilment window, the Vendor shall:

• notify the Buyer and KIPA through the App within twenty-four (24) hours of becoming aware of the delay or inability to fulfil the order;
• offer the Buyer the option of a revised delivery timeline, replacement, cancellation, or refund in accordance with these Terms and applicable Platform Policies; and
• cooperate with KIPA, the PSP, and the applicable Approved Shipping Channel in resolving any resulting dispute, refund, reversal, or cancellation process.

• Buyers shall provide accurate delivery information and reasonably cooperate with the applicable Approved Shipping Channel to facilitate successful delivery.
• Where delivery fails due to Buyer unavailability, refusal to accept delivery, inaccurate delivery information, or repeated failed delivery attempts, the Buyer may be responsible for additional delivery, storage, return, re-dispatch, or administrative costs.
• Delivery timelines displayed on the App are estimates only and may be affected by operational, weather, regulatory, customs, security, logistics, technical, or force majeure circumstances.
• Risk in the Product shall pass to the Buyer upon confirmed delivery to the delivery address provided by the Buyer.
• KIPA is not a logistics carrier, freight operator, warehouse provider, courier service, or delivery company and shall not be liable for delivery delays, failed deliveries, damaged shipments, lost parcels, theft, customs issues, or logistics-related failures caused by Approved Shipping Channels or other third parties.

KIPA reserves the right to:

• add, remove, suspend, replace, or modify Approved Shipping Channels at any time;
• prescribe packaging, shipping, fulfilment, dispatch, delivery, and logistics standards;
• suspend shipments, transactions, or fulfilment activities where fraud, security concerns, prohibited Products, operational risks, or compliance issues are suspected; and
• impose penalties, restrictions, account limitations, reduced visibility, suspension measures, or other corrective actions on Vendors who consistently fail to comply with the fulfilment and shipping standards set out in these Terms or applicable Platform Policies.

Vendors and Buyers acknowledge that their use of Approved Shipping Channels may be subject to additional terms, conditions, operational procedures, fees, insurance limitations, exclusions, and liability restrictions imposed by the relevant logistics providers.

Payment Processing, Settlement Terms and Platform Fees

All payments for Products and Services purchased through the App shall be processed through the Platform’s integrated payment system operated by an independent third-party Payment Service Provider (“PSP”) regulated under applicable laws and regulations of the Central Bank of Nigeria (“CBN”).

Users acknowledge and agree that:

• the Buyer shall make payment through the App;
• the PSP shall receive, process, and hold transaction funds in escrow or settlement accounts on behalf of the transaction;
• upon confirmation of delivery or transaction completion by the Buyer, or upon the expiry of the applicable dispute, return, cancellation, or confirmation period without any dispute being raised, the PSP shall release the applicable settlement funds to the Vendor;
• where a dispute, refund request, chargeback, reversal, cancellation request, or investigation arises, settlement may be suspended and the relevant funds may remain held pending resolution in accordance with these Terms, applicable Platform Policies, PSP procedures, and applicable law;
• the Vendor shall not solicit, request, or accept payments from Buyers outside the App or outside the Platform’s approved payment channels for transactions initiated through the App.

KIPA is not a payment service provider, financial institution, escrow agent, deposit-taking institution, or money transmission business. KIPA does not receive, hold, control, or transfer transaction funds at any time. All payment processing, fund holding, escrow services, and fund disbursement are performed solely by the PSP.

Payment processing services are provided by independent PSPs, and Users acknowledge that their use of such services is subject to the PSP’s own terms, conditions, operational procedures, and regulatory requirements. KIPA shall not be liable for payment delays, processing failures, reversals, chargebacks, service interruptions, banking failures, or other PSP-related issues except to the extent caused directly by KIPA’s wilful misconduct or fraud.

Following successful completion of a transaction, being delivery of the Product and expiry of any applicable dispute, return, cancellation, or confirmation period, the Vendor’s share of the transaction proceeds shall be settled to the Vendor’s designated wallet within the applicable settlement periods:

• for standard transactions, within seven (7) Business Days;
• for high-value transactions exceeding One Million Naira (NGN 1,000,000), within ten (10) Business Days; and
• for transactions subject to disputes, investigations, chargebacks, reversals, refunds, suspected fraud, compliance review, or regulatory issues, settlement may be suspended until the relevant matter is resolved.

KIPA may charge Vendors and Buyers certain Platform Fees in connection with the use of the App and related services, including commissions, service fees, listing fees, subscription fees, promotional fees, advertising fees, delivery-related charges, administrative charges, penalties, and fees for optional premium services.

KIPA shall charge:

• the Vendor a commission equal to 0.5% of the transaction value of each completed transaction; and
• the Buyer a service fee equal to 0.5% of the transaction value of each completed transaction,

together constituting the applicable Platform Fees for the transaction.

Optional premium services, including promoted listings, featured placements, advertising services, analytics tools, enhanced visibility features, or other premium offerings, may attract additional fees where elected by the Vendor.

All applicable Platform Fees shall be displayed on the App or otherwise communicated to Users from time to time.

Unless otherwise expressly stated:

• Platform Fees are exclusive of value added tax (VAT) and other applicable taxes;
• all Platform Fees shall be payable in Nigerian Naira; and
• transaction fees, payment processing charges, service fees, commissions, and other Platform Fees charged in connection with a completed payment transaction shall remain non-refundable notwithstanding any refund, return, reversal, cancellation, dispute, chargeback, or failed transaction resolution, except where otherwise required by applicable law.

• KIPA reserves the right to revise, introduce, modify, suspend, or remove Platform Fees upon at least thirty (30) days’ prior notice published through the App or otherwise communicated to affected Users.
• Where a Vendor does not agree to revised Platform Fees, the Vendor may terminate its use of the App in accordance with these Terms before the revised fees take effect.
• KIPA and/or the PSP may deduct applicable commissions, Platform Fees, refunds, chargebacks, penalties, taxes, reversals, or other amounts owed to KIPA or the PSP from settlement proceeds payable to the Vendor.
• Users authorise KIPA and/or the PSP to effect such deductions where applicable.
• KIPA and/or the PSP may suspend payouts, reverse transactions, withhold settlements, or impose transaction restrictions where reasonably necessary for fraud prevention, chargeback protection, refunds, disputes, compliance obligations, security concerns, operational risk management, or compliance with applicable law, PSP requirements, or Platform Policies.
• KIPA may provide Vendors with settlement statements, payout summaries, invoices, account reports, or transaction records setting out transaction values, commissions, deductions, refunds, chargebacks, taxes, and net settlement amounts.
• Vendors must notify KIPA of any disputed charge, deduction, or settlement discrepancy within fourteen (14) days of the relevant settlement statement or transaction report, failing which the statement may be deemed accepted, except where mandatory rights under applicable law provide otherwise.
• Any disputes relating to payments, settlements, deductions, Platform Fees, chargebacks, reversals, or other transaction-related matters shall be resolved in accordance with the dispute resolution provisions contained in these Terms.
• Users shall be solely responsible for determining, collecting, reporting, and remitting all applicable taxes arising from transactions conducted through the App, including value added tax (VAT), withholding tax, customs duties, levies, and other applicable taxes.
• Notwithstanding the foregoing, KIPA and/or the PSP may deduct, withhold, remit, or report taxes where required by applicable law, regulation, governmental authority, or tax authority directive.
• Users shall provide any tax information, identification numbers, or supporting documentation reasonably requested by KIPA for compliance purposes.
• Where a transaction is disputed, reversed, charged back, refunded, cancelled, or otherwise invalidated, KIPA and/or the PSP may recover the relevant amounts from the responsible User or deduct such amounts from future settlements, payouts, or Account balances.

Indemnification

This Clause 10 shall survive the expiration or termination of these Terms and any closure of a User’s Account.

Each Vendor shall indemnify, defend, and hold harmless KIPA, its directors, officers, employees, agents, affiliates, and successors (the “KIPA Indemnified Parties”) from and against any and all claims, demands, actions, proceedings, losses, damages, liabilities, costs, and expenses (including reasonable legal fees and disbursements) arising out of or in connection with:

• any Products or Services listed, offered, sold, or delivered by the Vendor through the App, including any claims relating to product quality, safety, defects, fitness for purpose, or compliance with applicable law;
• any failure by the Vendor to comply with its obligations under these Terms, including the obligations set out in Clause 5;
• any breach of any representation, warranty, or undertaking given by the Vendor under these Terms;
• any personal injury, death, property damage, or other harm caused by or arising from the Vendor’s Products or Services;
• any claim by a Buyer or any third party in respect of the Vendor’s Products, Services, or conduct;
• any misrepresentation, false or misleading listing, or deceptive conduct by the Vendor;
• any failure by the Vendor to comply with applicable laws, regulations, or industry standards in the Federal Republic of Nigeria, including the FCCPA 2018, tax laws, and product safety regulations;
• any infringement or alleged infringement of any third party’s Intellectual Property rights by the Vendor’s Products, Services, or Content; and
• any regulatory investigation, enforcement action, fine, or penalty arising from or related to the Vendor’s activities on the App.

Each Buyer shall indemnify, defend, and hold harmless the KIPA Indemnified Parties from and against any and all claims, demands, actions, proceedings, losses, damages, liabilities, costs, and expenses (including reasonable legal fees and disbursements) arising out of or in connection with:

• any breach by the Buyer of these Terms, including the obligations set out in Clause 7;
• any payment fraud, including the use of stolen, unauthorised, or fraudulent payment methods;
• any false, fraudulent, or misleading claims made by the Buyer regarding any transaction, Product, or Service, including false claims of non-delivery, false damage reports, or unjustified charge-back requests;
• any misuse of the App by the Buyer, including any Prohibited Activities;
• any claim by a Vendor or any third party arising from the Buyer’s conduct on the App; and
• any dispute or claim arising from the Buyer’s failure to provide accurate information in connection with a transaction.

Users acknowledge and agree that KIPA shall have no liability whatsoever to any User or third party for any acts, omissions, errors, failures, delays, interruptions, security breaches, or other matters arising from or related to the services provided by the PSP, including:

• any failure or delay in payment processing, fund transfer, or fund disbursement;
• any loss, theft, or misappropriation of funds held in Escrow or in transit;
• any breach of security, data breach, or unauthorised access to payment information by or through the PSP;
• any regulatory non-compliance, insolvency, or operational failure of the PSP;
• any error in currency conversion, transaction recording, or account reconciliation by the PSP; and
• any suspension, restriction, or termination of payment services by the PSP.

For the avoidance of doubt, the PSP is not a party to these Terms and is not bound by any provision hereof. Users’ rights and remedies in respect of the PSP’s services are governed solely by the PSP’s own terms and conditions and applicable law.

• KIPA shall have the right, acting reasonably, to assume the exclusive defence and control of any matter subject to indemnification under this Clause 10, including the selection of legal counsel and the conduct of all proceedings.
• The indemnifying party shall cooperate fully with KIPA in the defence of any indemnified claim, at the indemnifying party’s expense, including providing all reasonable assistance and information requested by KIPA.
• No User shall settle, compromise, or consent to the entry of any judgment in respect of any claim subject to indemnification under this Clause 10 without the prior written consent of KIPA.
• KIPA shall have the sole right to settle any indemnified claim on such terms as KIPA, in its reasonable discretion, considers appropriate.
• The indemnification obligations under this Clause 10 are in addition to, and not in substitution for, any other rights or remedies available to the KIPA Indemnified Parties at law or in equity.
• The indemnification obligations under this Clause 10 shall apply except to the extent arising from KIPA’s gross negligence, wilful misconduct, or fraud.

Limitation of Liability

To the maximum extent permitted by applicable law, KIPA’s total aggregate liability arising out of or relating to the App, any transaction, or these Terms, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall not exceed the greater of:

• the total Platform Fees actually received by KIPA from the transaction giving rise to the claim during the three (3) months immediately preceding the event giving rise to liability; or
• the sum of One Hundred Thousand Naira (NGN 100,000).

To the maximum extent permitted by applicable law, KIPA shall not be liable to any User for any:

• indirect, incidental, special, consequential, or punitive damages;
• loss of profits, revenue, business, or anticipated savings;
• loss of data, goodwill, or reputation;
• loss arising from any transaction between a Vendor and a Buyer; or
• loss arising from or in connection with any act or omission of the PSP,

in each case, howsoever caused and whether arising under contract, tort (including negligence), breach of statutory duty, or otherwise.

Nothing in these Terms shall exclude or limit KIPA’s liability for:

• death or personal injury caused by KIPA’s negligence;
• fraud or fraudulent misrepresentation by KIPA; or
• any other liability that cannot be excluded or limited under the laws of the Federal Republic of Nigeria.

KIPA may rely on third-party service providers, including payment processors, logistics providers, cloud infrastructure providers, verification providers, and technology partners. KIPA does not control and shall not be responsible for the acts, omissions, availability, security, delays, failures, or conduct of third-party providers.

Except as expressly stated in these Terms, the App and all services are provided without warranties of any kind, whether express, implied, statutory, or otherwise, including implied warranties of merchantability, fitness for purpose, title, non-infringement, and availability.

Force Majeure

• KIPA shall not be liable for any failure or delay in the performance of its obligations under these Terms if such failure or delay results from circumstances beyond KIPA’s reasonable control, including acts of God, natural disasters, epidemics, pandemics, war, terrorism, civil unrest, strikes, government actions, power failures, internet or telecommunications failures, cyber-attacks, or failures of third-party service providers (including the PSP).
• During any period of force majeure, KIPA’s obligations under these Terms shall be suspended to the extent affected by the force majeure event, and KIPA shall use reasonable efforts to mitigate the effects of such event and resume performance as soon as reasonably practicable.

Intellectual Property

• All Intellectual Property in and to the App, including the software, design, layout, graphics, logos, trademarks, trade names, and all underlying technology, is and shall remain the exclusive property of KIPA or its licensors. Nothing in these Terms grants any User any right, title, or interest in the App’s Intellectual Property except as expressly set out herein.
• By uploading, posting, or transmitting any Content through the App, the User grants KIPA a non-exclusive, worldwide, royalty-free, perpetual, irrevocable licence to use, reproduce, modify, adapt, publish, display, distribute, and sublicence such Content solely for the purpose of operating, promoting, and improving the App.
• The User represents and warrants that the User owns or has obtained all necessary rights, licences, and consents to grant the licence in Clause 12(B), and that such Content does not infringe or violate any third party’s Intellectual Property rights.
• KIPA reserves the right to remove any Content from the App at any time and without notice if KIPA reasonably believes that such Content infringes any third party’s rights or violates these Terms.

KIPA respects Intellectual Property rights and may remove or disable access to any Content or listing alleged to infringe the rights of any third party.

Any person claiming that Content or a listing infringes their Intellectual Property rights may submit a written notice to KIPA containing:

• identification of the allegedly infringed work or right;
• identification of the allegedly infringing Content or listing;
• sufficient information to permit KIPA to locate the relevant Content;
• the complainant’s contact information; and
• a statement made in good faith that the complained-of use is unauthorised.

• KIPA reserves the right to remove or disable access to allegedly infringing Content pending investigation.
• KIPA may terminate or suspend Accounts of repeat infringers.
• Users shall not copy, reproduce, modify, reverse-engineer, decompile, disassemble, or create derivative works of the App or any part thereof without the prior written consent of KIPA.

Users may submit reviews, ratings, comments, feedback, or other materials relating to Products, Services, Vendors, Buyers, or the App.

• Users shall ensure that all reviews and feedback are honest, accurate, lawful, and not misleading.
• KIPA reserves the right to remove or moderate any review or feedback that violates these Terms or applicable law.
• Users grant KIPA a non-exclusive, worldwide, royalty-free licence to use, reproduce, display, publish, and distribute reviews and feedback in connection with the operation and promotion of the App.

Prohibited Products Policy

Users shall not list, advertise, offer, distribute, purchase, or sell any Product or Service that:

• is illegal, restricted, unsafe, counterfeit, stolen, fraudulent, or prohibited under applicable law;
• infringes any Intellectual Property rights;
• violates public health, consumer protection, product safety, import/export, advertising, or regulatory requirements;
• constitutes weapons, explosives, ammunition, narcotics, controlled substances, counterfeit pharmaceuticals, or prohibited medical products;
• consists of pornography, obscene materials, or exploitative content;
• includes stolen property, forged documents, fake certificates, or fraudulent financial instruments;
• includes recalled, expired, unsafe, or unapproved consumer goods;
• violates KIPA’s internal compliance requirements or PSP restrictions.

KIPA may cooperate with regulators, law enforcement agencies, PSPs, logistics providers, rights holders, financial institutions, and other competent authorities in relation to prohibited Products, suspected unlawful activity, fraud investigations, regulatory compliance, enforcement actions, or violations of these Terms or applicable law.

Prohibited Activities

Users shall not use the App to:

• list, sell, offer, or purchase counterfeit, stolen, or fraudulently obtained goods;
• list, sell, offer, advertise, distribute, or purchase any goods or services prohibited under applicable law, the Prohibited Products Policy, or KIPA’s internal compliance requirements;
• engage in fraud, money laundering, terrorist financing, or any other financial crime;
• upload or transmit any Content that is defamatory, obscene, threatening, abusive, or otherwise unlawful;
• manipulate product listings, prices, ratings, reviews, or search results;
• use automated scripts, bots, or crawlers to access or interact with the App without KIPA’s prior written consent;
• interfere with, disrupt, or attempt to gain unauthorised access to the App, its servers, or any connected systems;
• impersonate any person or entity, or misrepresent an affiliation with any person or entity;
• collect, harvest, or store personal data of other Users without their express consent;
• engage in price gouging, bait-and-switch tactics, or other unfair trade practices; or
• engage in any other activity that KIPA, reasonably determines to be harmful to the App, its Users, or KIPA’s business interests.
• except where expressly permitted by KIPA, circumvent, bypass, or conduct off-platform delivery, shipping, fulfillment, or logistics transactions outside the Approved Shipping Channels.
• violate applicable sanctions, export control laws, or trade restrictions.

KIPA reserves the right to investigate any suspected Prohibited Activities and to take such action as it deems necessary, including suspending or terminating the offending User’s Account, reporting the activity to the relevant authorities, and pursuing legal action.

Privacy Policy

• KIPA’s collection, use, storage, and processing of personal data is governed by the Privacy Policy, which is available on the App and incorporated into these Terms by reference.
• By using the App, you acknowledge and agree that you have read and understood the Privacy Policy and consent to the collection, use, and processing of your personal data as described therein.
• The Privacy Policy is compliant with the Nigerian Data Protection Act 2023 and any other applicable data protection legislation. Users may exercise their data protection rights in accordance with the Privacy Policy.
• In the event of any conflict between these Terms and the Privacy Policy regarding the handling of personal data, the Privacy Policy shall prevail to the extent of such conflict.
• By creating an Account or using the App, Users consent to receive electronic communications from KIPA, including transactional messages, service announcements, security notifications, marketing communications, updates, OTPs, push notifications, emails, and SMS communications.
• Users may opt out of marketing communications at any time in accordance with applicable law, but KIPA may continue to send transactional or service-related communications where necessary for the operation of the App.

Dispute Resolution

In the event of any dispute, controversy, or claim arising out of or in connection with these Terms or any transaction conducted through the App (a “Dispute”), the Parties shall attempt to resolve any Dispute arising under or in connection with this Agreement through good faith negotiations between their respective authorised representatives.

Buyer-Vendor disputes (including disputes relating to product quality, delivery, returns, and refunds) shall in the first instance be resolved through the Platform’s internal dispute resolution mechanism, which shall operate as follows:

• the Buyer shall submit a complaint through the Platform within forty-eight (48) hours of the date of delivery or, for non-delivery, within forty-eight (48) hours of the expected delivery date;
• the Vendor shall respond to the complaint within forty-eight (48) hours;
• the Company shall review the complaint and the Vendor’s response and may request additional information from either party;
• the Company shall issue a preliminary determination within three (3) Business Days of receiving all necessary information; and
• if either party disputes the Company’s determination, the matter may be escalated in accordance with clause 15(C).

• If the Dispute is not resolved through the internal mechanism within fourteen (14) days of the initial complaint, either party may refer the Dispute to mediation before a recognised mediation institution in Nigeria or such other mediation body as KIPA may designate.
• If the Dispute is not resolved through mediation within thirty (30) days of referral, either party may refer the Dispute to binding arbitration in accordance with the Arbitration and Mediation Act 2023 (as amended). The arbitration shall be conducted in Nigeria, in the English language, before a sole arbitrator appointed in accordance with the rules of the agreed arbitral institution or, failing agreement, in accordance with the provisions of the Arbitration and Mediation Act 2023.
• The decision of the arbitrator shall be final and binding on the parties and may be entered as a judgment in any court of competent jurisdiction.
• To the maximum extent permitted by applicable law, all Disputes shall be resolved on an individual basis only, and no party shall bring any claim as a plaintiff or class member in any purported class, representative, or collective proceeding.
• All mediation and arbitration proceedings, documents, evidence, submissions, and awards shall remain confidential except where disclosure is required by law or necessary for enforcement.
• Notwithstanding the foregoing, either party may seek interim or injunctive relief from the courts of the Federal Republic of Nigeria to prevent irreparable harm pending the outcome of arbitration.
• The Parties acknowledge that Consumers may also refer disputes to the Federal Competition and Consumer Protection Commission or such other consumer protection body as may have jurisdiction under Applicable Law.
• Nothing in this Clause 15 shall prevent KIPA from taking immediate action, including Account suspension or termination, to protect the integrity of the App and the interests of its Users.

Termination

KIPA may, acting reasonably and where necessary to protect the App, its Users, or comply with applicable law, suspend or terminate any User’s Account and access to the App for any reason, including:

• breach of these Terms or applicable Platform Policies;
• engagement in any Prohibited Activities;
• failure to pay any amounts due;
• provision of false, inaccurate, or misleading information;
• suspected fraudulent or illegal activity;
• infringes any third-party rights;
• violates applicable law or regulatory requirements;
• exposes KIPA or Users to legal, financial, or reputational risk; or
• any other conduct that KIPA reasonably considers to be harmful to the App, other Users, or KIPA’s interests.

A User may terminate their Account at any time by following the Account closure procedure on the App or by contacting KIPA’s support team.

Upon termination of a User’s Account:

• all rights granted to the User under these Terms shall immediately cease;
• the User shall immediately cease all use of the App;
• any pending transactions shall be handled in accordance with KIPA’s policies and the PSP’s terms and conditions;
• KIPA may retain the User’s data in accordance with the Privacy Policy and applicable law; and
• the provisions of these Terms which by their nature are intended to survive termination shall survive, including provisions relating to payment obligations, indemnities, limitation of liability, Intellectual Property, dispute resolution, fraud investigations, tax obligations, data protection, audit rights, and governing law.

Termination of a User’s Account shall not affect any rights, obligations, or liabilities that accrued prior to the date of termination.

Governing Law

These Terms and any Dispute arising out of or in connection with them (including any non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of the Federal Republic of Nigeria.

General Provisions

Severability: If any provision of these Terms is held to be invalid, illegal, or unenforceable by any court or tribunal of competent jurisdiction, such provision shall be deemed modified to the minimum extent necessary to make it valid, legal, and enforceable. If such modification is not possible, the provision shall be severed from these Terms, and the remaining provisions shall continue in full force and effect.

Entire Agreement: These Terms, together with the Privacy Policy, Refund and Returns Policy, Shipping and Delivery Policy, Prohibited Products Policy, and any other policies, procedures, standards, or guidelines published by KIPA from time to time, constitute the entire agreement between the User and KIPA with respect to the use of the App and supersede all prior agreements, understandings, representations, and warranties, whether written or oral.

Waiver: No failure or delay by KIPA in exercising any right, power, or remedy under these Terms shall operate as a waiver thereof. No single or partial exercise of any right, power, or remedy shall preclude any other or further exercise thereof or the exercise of any other right, power, or remedy.

Notices: All notices and communications under these Terms shall be given in writing and shall be deemed duly given:

• when delivered personally or by courier;
• when sent by email to the email address associated with the User’s Account (in the case of notices to Users) or to the official contact email published on the App (in the case of notices to KIPA); or
• when posted as a notification within the App.

Assignment: KIPA may assign, transfer, or delegate any or all of its rights and obligations under these Terms to any third party without the prior consent of the User. The User may not assign, transfer, or delegate any of its rights or obligations under these Terms without the prior written consent of KIPA.

Third-Party Rights: Save for the KIPA Indemnified Parties (who shall have the right to enforce the indemnification provisions of Clause 10), a person who is not a party to these Terms shall have no right to enforce any provision of these Terms.

Language: These Terms are drafted in the English language. In the event of any conflict between the English version and any translated version, the English version shall prevail.