Terms and Conditions

1. Introduction & Acceptance

Welcome to Shopa (“Shopa,” “we,” “us,” or “our”). Shopa is a social-first commerce platform designed for African merchants, accessible via our website at shopa.sh, our mobile application (available on iOS and Android), and any related services, tools, or APIs (collectively, the “Platform”).

These Terms and Conditions (“Terms”) constitute a legally binding agreement between you (“you,” “your,” or “User”) and Shopa governing your access to and use of the Platform. By creating an account, accessing, browsing, or using the Platform in any capacity — whether as a Merchant, Buyer, or Visitor — you acknowledge that you have read, understood, and agree to be bound by these Terms, our Privacy Policy, and any additional guidelines or policies referenced herein.

If you do not agree to these Terms, you must immediately cease all use of the Platform and delete your account if one has been created.

We reserve the right to update, modify, or amend these Terms at any time. Material changes will be communicated to you via email, in-app notification, or a prominent notice on the Platform at least fourteen (14) days before they take effect. Your continued use of the Platform following the effective date of any changes constitutes your acceptance of the revised Terms.

2. Definitions

Throughout these Terms, the following definitions apply:

• “Platform” means the Shopa website (shopa.sh), mobile application, storefront pages, APIs, and all related services and tools.
• “Merchant” (also “Seller” or “Vendor”) means any individual or entity that registers on the Platform to list, sell, or promote products or services.
• “Buyer” (also “Customer” or “Shopper”) means any individual who browses, places orders, or purchases products or services through a Merchant’s storefront on the Platform.
• “Visitor” means any person who accesses or browses the Platform without creating an account.
• “User” means any Merchant, Buyer, or Visitor who accesses or uses the Platform.
• “Storefront” means a Merchant’s personalized product listing page hosted on the Platform (e.g., shopa.sh/username).
• “Order” means a purchase transaction initiated by a Buyer for one or more products listed by a Merchant.
• “Commission” means the percentage-based fee Shopa deducts from each successful order transaction, which varies by the Merchant’s subscription plan.
• “Wallet” means the virtual account within the Platform where Merchant earnings are held prior to withdrawal.
• “Content” means any text, images, photographs, descriptions, data, or other material uploaded, submitted, or displayed on the Platform by any User.
• “KYC” (Know Your Customer) means the identity verification process required for certain Platform features, including withdrawals.

3. Eligibility & Account Registration

3.1 Eligibility Requirements

To use the Platform, you must:

• Be at least eighteen (18) years of age, or the age of legal majority in your jurisdiction, whichever is higher.
• Have the legal capacity and authority to enter into a binding agreement.
• Not be prohibited from using the Platform under any applicable law or regulation.
• Not have been previously suspended, banned, or removed from the Platform for violation of these Terms.
• If registering as a Merchant on behalf of a business entity, you must have the authority to bind that entity to these Terms.

3.2 Account Registration

To access certain features of the Platform, you must create an account. Merchant accounts are created using phone number verification via a one-time password (OTP). Buyer accounts may be created via email verification. You agree to:

• Provide accurate, current, and complete information during registration and maintain its accuracy at all times.
• Choose a unique username that does not infringe on the rights of any third party, is not misleading, offensive, or otherwise objectionable.
• Keep your account credentials, OTP codes, and access tokens secure and confidential. You are solely responsible for all activities that occur under your account.
• Notify us immediately at support@shopa.sh if you suspect any unauthorized use of or access to your account.
• Not create multiple accounts for the same individual or entity without our prior written consent.
• Not transfer, sell, or assign your account to any other person or entity.

3.3 Account Verification

We reserve the right to verify the identity and information of any User at any time. This may include phone number verification, email verification, KYC verification (see Section 11), or any other method we deem necessary. Failure to complete required verification may result in restricted access to certain Platform features or account suspension.

4. Merchant Terms

4.1 Merchant Obligations

As a Merchant on the Platform, you agree to:

• Provide accurate and truthful product listings, including product names, descriptions, prices, images, and stock availability.
• Fulfill all orders in a timely manner and in accordance with the representations made in your product listings.
• Maintain adequate inventory levels and promptly update stock quantities. Enabling stock tracking is strongly recommended to prevent overselling.
• Respond to Buyer inquiries and order-related communications promptly and professionally.
• Comply with all applicable laws, regulations, and industry standards related to the sale of your products, including but not limited to consumer protection laws, product safety regulations, tax obligations, and export/import controls.
• Accurately represent the condition, quality, origin, and characteristics of all products listed.
• Not engage in deceptive pricing practices, bait-and-switch tactics, or misleading advertising.
• Maintain a valid and active bank account for receiving payouts.
• Be solely responsible for the quality, legality, safety, and suitability of all products you list and sell.

4.2 Merchant-Buyer Relationship

Shopa acts solely as a platform facilitating transactions between Merchants and Buyers. The contractual relationship for the sale and purchase of products exists directly between the Merchant and the Buyer. Shopa is not a party to any transaction between Merchants and Buyers and does not take title to or possession of any products. Shopa does not guarantee, endorse, or warrant any product listed on the Platform.

4.3 Storefront

Upon registration, each Merchant receives a personalized storefront URL (shopa.sh/username). Merchants may customize their storefront with a business name, bio, avatar, and product categories. The storefront is publicly accessible. Merchants are responsible for all content displayed on their storefront and must ensure it complies with these Terms and applicable laws.

4.4 Social Commerce Integration

The Platform is designed to integrate with social media channels including Instagram, TikTok, WhatsApp, and Facebook. Merchants may share their storefront links across social media platforms. When connecting social media accounts (where available), Merchants agree to comply with the terms of service of those third-party platforms in addition to these Terms. Shopa is not responsible for any actions taken by third-party social media platforms.

5. Buyer Terms

5.1 Buyer Obligations

As a Buyer on the Platform, you agree to:

• Provide accurate and complete information when placing orders, including your full name, phone number, delivery address, and email address (where required).
• Make payment in full for all orders placed through the Platform using the provided payment methods.
• Be available to receive deliveries at the address specified during checkout.
• Inspect products promptly upon delivery and report any issues within forty-eight (48) hours.
• Not abuse the ordering process, including placing fraudulent orders, initiating chargebacks without legitimate cause, or providing false delivery information.
• Understand that product fulfillment, shipping, and delivery are the responsibility of the Merchant, and Shopa does not control or guarantee delivery timelines.

5.2 Buyer Accounts

Buyers may create accounts to track their order history across multiple Merchants on the Platform. Creating a Buyer account is optional — orders can be placed as a guest by providing the required checkout information. Buyer accounts are linked via email address.

5.3 Product Representations

While Shopa strives to ensure that Merchants provide accurate product information, we do not independently verify, endorse, or guarantee the accuracy of product listings. Product images may vary from actual products. Buyers are encouraged to contact Merchants directly for specific product inquiries before purchasing.

6. Products & Listings

6.1 Product Listings

Merchants may list products on the Platform subject to the following requirements:

• Each product listing must include at least one clear, accurate photograph of the actual product being sold.
• Product names must accurately describe the item and not be misleading.
• Prices must be displayed in Nigerian Naira (NGN) unless otherwise configured and must include all mandatory charges (excluding delivery fees, which must be clearly communicated).
• Product descriptions should provide sufficient detail for Buyers to make informed purchasing decisions.
• Stock quantities must be accurate. If stock tracking is enabled, the Platform will automatically prevent orders for out-of-stock items.
• Product listings are limited by the Merchant’s subscription plan: Free (10 products), Starter (100 products), Pro (unlimited).

6.2 Product Images

All product images uploaded to the Platform must:

• Be original photographs or images for which the Merchant holds the necessary rights.
• Accurately represent the product being sold.
• Not contain watermarks from other platforms, misleading overlays, or inappropriate content.
• Not infringe on any third party’s intellectual property rights.
• Not exceed five (5) images per product listing.

6.3 Product Categories

Merchants may organize their products into custom categories within their storefront. Products must be categorized appropriately and not miscategorized to gain unfair visibility or mislead Buyers.

7. Orders & Fulfillment

7.1 Order Process

The order process on the Platform works as follows:

1. A Buyer browses a Merchant’s storefront and adds products to their cart.
2. The Buyer proceeds to checkout and provides delivery information.
3. The Buyer completes payment through the Platform’s integrated payment system.
4. Upon successful payment, an order is created and the Merchant is notified.
5. The Merchant prepares and ships the order to the Buyer.
6. The Merchant updates the order status (Processing, Shipped, Delivered, Completed).

An order is considered binding once payment has been successfully processed. Both the Merchant and Buyer are expected to honor their respective obligations for each completed order.

7.2 Order Fulfillment

Merchants are solely responsible for:

• Packaging products securely and appropriately for shipping.
• Arranging and paying for shipping and delivery to the Buyer’s specified address.
• Updating order status accurately and promptly on the Platform.
• Providing tracking information where available.
• Delivering products that match the descriptions and images in their listings.
• Handling any customs, duties, or import/export requirements applicable to their shipments.

Shopa does not provide shipping, logistics, or delivery services and is not responsible for any delays, damages, or losses that occur during shipping.

7.3 Order Cancellation

Orders may be cancelled under the following circumstances:

• By the Merchant, before shipment, if the product is unavailable or cannot be fulfilled. In such cases, a full refund must be issued to the Buyer.
• By the Buyer, before the Merchant has marked the order as shipped, subject to the Merchant’s cancellation policy.
• By Shopa, if we detect fraudulent activity, a violation of these Terms, or at our sole discretion where necessary to protect the integrity of the Platform.

8. Payments, Fees & Commission

8.1 Payment Processing

All payments on the Platform are processed through Paystack, a licensed third-party payment processor. By using the Platform, you agree to Paystack’s terms of service and privacy policy. Shopa does not directly process, store, or have access to Buyers’ full payment card details.

Payments are made in Nigerian Naira (NGN). The Platform currently supports payment methods available through Paystack, including but not limited to debit/credit cards, bank transfers, and USSD.

8.2 Commission Structure

Shopa charges a commission on each successful order based on the Merchant’s subscription plan. The current commission rates are:

Commission is automatically deducted from each transaction at the time of payment processing. The Merchant receives the order total minus the applicable commission. Shopa reserves the right to modify commission rates with at least thirty (30) days’ written notice to affected Merchants.

8.3 Payment Gateway Fees

In addition to Shopa’s commission, standard payment gateway fees charged by Paystack apply to all transactions. These fees are determined by Paystack and are separate from Shopa’s commission. Merchants acknowledge that total deductions from a transaction may include both Shopa’s commission and Paystack’s processing fees.

8.4 Currency

All prices, payments, and payouts on the Platform are denominated in Nigerian Naira (NGN) unless otherwise specified. Merchants are responsible for setting appropriate prices in NGN.

9. Subscription Plans

9.1 Plan Tiers

Shopa offers three subscription tiers: Free, Starter (N5,000/month), and Pro (N15,000/month). Each plan provides different feature access, product limits, and commission rates as detailed in Section 8.2. Features by plan include:

• Free: Up to 10 product listings, basic storefront, order management. No analytics or coupon features.
• Starter: Up to 100 product listings, full analytics, coupon management, 7% commission.
• Pro: Unlimited product listings, full analytics, coupon management, 5% commission, priority support.

9.2 Billing & Renewal

Subscription payments are processed monthly via Paystack. Subscriptions are billed on the date of initial purchase and renew on the same date each subsequent month. Subscription payments are non-refundable except as required by applicable law or as otherwise stated in these Terms.

9.3 Plan Expiry & Grace Period

When a paid subscription expires, you will receive a warning notification seven (7) days before expiry. After expiry, a grace period of seven (7) days is provided during which you retain your current plan features. If renewal payment is not made within the grace period, your account will be automatically downgraded to the Free plan. Upon downgrade:

• Products exceeding the Free plan limit (10) will become hidden but will not be deleted.
• Analytics and coupon features will become unavailable.
• Your commission rate will revert to 10%.
• You may upgrade at any time to restore access to your products and features.

9.4 Plan Changes

You may upgrade or downgrade your subscription plan at any time. Upgrades take effect immediately upon payment. Downgrades take effect at the end of the current billing period. No partial refunds are issued for downgrades mid-cycle.

9.5 Promotional Offers & Coupons

Shopa may offer promotional discounts, trial periods, or coupon codes for subscription plans from time to time. These offers are subject to their specific terms and conditions and may be modified or withdrawn at any time at Shopa’s sole discretion.

10. Wallet, Payouts & Withdrawals

10.1 Merchant Wallet

Each Merchant has a virtual wallet within the Platform that reflects their earnings from completed orders after commission deduction. The wallet balance represents funds available for withdrawal, subject to the conditions outlined in this section.

10.2 Payout Settlement

Merchant payouts are settled automatically upon successful payment of each order. The settled amount equals the order total minus Shopa’s commission. Payout records include the order total, commission rate, commission amount, and net vendor amount for full transparency.

10.3 Withdrawals

Withdrawal of funds from the Merchant wallet is subject to the following conditions:

• Merchants must complete KYC verification (see Section 11) before making withdrawals.
• A valid Nigerian bank account must be linked to the Merchant’s profile.
• Minimum withdrawal amount: N100.
• Maximum withdrawal amount: N10,000,000 per transaction.
• Withdrawals are processed via Paystack Transfers to the Merchant’s designated bank account.
• Processing time for withdrawals is typically within twenty-four (24) hours but may take up to seventy-two (72) hours depending on banking and payment processor schedules.
• Shopa is not responsible for delays caused by banks, payment processors, or other third parties.

10.4 Withdrawal Failures

If a withdrawal fails (e.g., due to incorrect bank details, bank rejection, or system errors), the funds will be returned to the Merchant’s wallet. Merchants will be notified of failed withdrawals and the reason for failure where available. It is the Merchant’s responsibility to ensure that bank account details are accurate and up to date.

10.5 Holds & Freezes

Shopa reserves the right to place a hold on wallet funds or suspend withdrawals in cases of suspected fraud, policy violations, pending disputes, chargeback investigations, or as required by law. Funds held will be released upon satisfactory resolution of the issue.

11. KYC & Identity Verification

11.1 Verification Requirement

To access certain features of the Platform, including withdrawals and enhanced account privileges, Merchants are required to complete KYC (Know Your Customer) verification. This process may include Bank Verification Number (BVN) validation and other identity verification methods.

11.2 Verification Process

The KYC verification process involves:

• Submission of the last four (4) digits of your BVN for verification through Paystack’s identity services.
• Verification of your name against your BVN records.
• Review and approval or rejection by Shopa’s systems or team.

Verification status may be: None (not submitted), Pending (under review), Verified (approved), or Rejected (denied). Rejected verifications will include a reason, and Merchants may resubmit with corrected information.

11.3 Data Handling

KYC information is handled with strict confidentiality and in accordance with our Privacy Policy and applicable data protection laws, including the Nigeria Data Protection Regulation (NDPR). We do not store full BVN numbers — only the last four digits are retained for record-keeping purposes. Verification is performed through Paystack’s secure identity verification infrastructure.

12. Invoices

Merchants may generate invoices for completed orders through the Platform. Invoices include the invoice number, order details, customer information, amounts, and Merchant business information. Merchants may customize their invoice template.

Invoices may be sent directly to Buyers via email. Shopa provides the invoicing tool as a convenience feature and does not guarantee that invoices meet all legal or tax requirements in every jurisdiction. Merchants are solely responsible for ensuring their invoices comply with applicable tax, accounting, and legal requirements.

13. Coupons & Promotions

13.1 Platform Coupons

Shopa may issue platform-wide coupon codes for promotional purposes. These coupons are created and managed by Shopa administrators and may apply to subscription plans or order transactions as specified.

13.2 Merchant Coupons

Merchants on Starter or Pro plans may create store-specific coupon codes for their customers. Merchant coupons are subject to the following rules:

• Coupons may offer percentage-based or fixed-amount discounts.
• Merchants may set minimum order values, usage limits, and expiration dates.
• Merchants are solely responsible for the financial impact of their coupon promotions.
• Shopa’s commission is calculated on the discounted order total (i.e., after coupon application).
• Merchants must not create deceptive or misleading coupon promotions.

13.3 Coupon Restrictions

Coupons cannot be exchanged for cash. Coupons are subject to availability and may be modified, limited, or discontinued at any time. Abuse of coupon systems (including creating fake accounts to exploit promotions) is a violation of these Terms and may result in account termination.

14. Intellectual Property

14.1 Shopa’s Intellectual Property

The Platform, including its design, layout, look, appearance, graphics, logos, trademarks, service marks, software, code, and all content created by Shopa (collectively, “Shopa IP”), is the exclusive property of Shopa and is protected by applicable intellectual property laws. You may not copy, reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, transmit, or otherwise use any Shopa IP without our prior written consent.

14.2 Merchant Intellectual Property

Merchants retain ownership of their own intellectual property, including product images, descriptions, brand names, and logos uploaded to the Platform. By uploading content to the Platform, Merchants grant Shopa a non-exclusive, worldwide, royalty-free, sublicensable license to use, display, reproduce, and distribute such content solely for the purpose of operating, promoting, and improving the Platform.

14.3 Intellectual Property Complaints

If you believe that content on the Platform infringes your intellectual property rights, please contact us at support@shopa.sh with: (a) a description of the copyrighted work or trademark; (b) the URL or location of the infringing content; (c) your contact information; and (d) a statement of good faith belief that the use is not authorized. We will investigate and take appropriate action, which may include removing the infringing content.

15. User Content & Data

15.1 User Content

You are solely responsible for all content you upload, submit, or display on the Platform. You represent and warrant that you have the right to use and share such content and that it does not violate any third party’s rights or any applicable law.

15.2 Content Moderation

Shopa reserves the right, but does not have the obligation, to monitor, review, edit, or remove any content that violates these Terms, is objectionable, or may harm the reputation or integrity of the Platform. This includes but is not limited to fraudulent listings, offensive content, spam, and content that infringes on third-party rights.

15.3 Data Ownership

Merchants retain ownership of their business data, including product information, customer records, and order histories. Shopa may use aggregated, anonymized data derived from Platform usage for analytics, research, and improvement purposes.

16. Privacy & Data Protection

Your privacy is important to us. Our collection, use, and protection of your personal information is governed by our Privacy Policy, which is incorporated into these Terms by reference.

We are committed to complying with applicable data protection laws, including:

• The Nigeria Data Protection Regulation (NDPR) 2019.
• The Nigeria Data Protection Act (NDPA) 2023.
• Any other applicable data protection legislation in jurisdictions where we operate.

By using the Platform, you consent to the collection, processing, and storage of your personal data as described in our Privacy Policy. This includes the use of cookies, analytics tools, and communication services (such as Resend for transactional emails) necessary for the operation of the Platform.

17. Prohibited Conduct

You agree not to engage in any of the following activities on or through the Platform:

• Violating any applicable local, state, national, or international law or regulation.
• Fraud, misrepresentation, or deceptive practices of any kind.
• Using the Platform to launder money or finance illegal activities.
• Hacking, phishing, or attempting to gain unauthorized access to the Platform, other users’ accounts, or connected systems.
• Introducing malware, viruses, trojans, worms, or other harmful code to the Platform.
• Scraping, data mining, or using automated tools to extract data from the Platform without our written permission.
• Interfering with or disrupting the Platform’s infrastructure, servers, or networks.
• Circumventing or manipulating the Platform’s commission, fee, or payment structures.
• Creating fake accounts, fake orders, or fake reviews.
• Harassing, threatening, intimidating, or abusing other Users.
• Impersonating any person, business, or entity, or misrepresenting your affiliation with any person or entity.
• Using the Platform to collect personal information of other Users without their explicit consent.
• Posting or sharing content that is defamatory, obscene, pornographic, hateful, discriminatory, or promotes violence.
• Attempting to reverse-engineer, decompile, or disassemble any part of the Platform.
• Using the Platform for any purpose other than its intended use as a commerce platform.
• Encouraging or facilitating any other User to do any of the above.

18. Prohibited Products & Services

The following products and services may not be listed, sold, or promoted on the Platform. This list is not exhaustive, and Shopa reserves the right to remove any listing at its sole discretion:

• Illegal drugs, controlled substances, or drug paraphernalia.
• Firearms, weapons, ammunition, or explosives.
• Counterfeit, pirated, or stolen goods.
• Products that infringe on any third party’s intellectual property rights.
• Tobacco products, e-cigarettes, or vaping devices.
• Alcoholic beverages (unless the Merchant holds all required licenses).
• Prescription medications or controlled pharmaceuticals.
• Pornographic or sexually explicit material.
• Hazardous materials, chemicals, or toxic substances.
• Human remains, body parts, or bodily fluids.
• Endangered species, wildlife, or products derived therefrom.
• Products that promote hate, violence, discrimination, or terrorism.
• Multi-level marketing (MLM) or pyramid scheme products.
• Products subject to recall or banned by regulatory authorities.
• Personal data, account credentials, or access to third-party services.
• Financial instruments, securities, cryptocurrencies, or investment products (unless properly licensed).
• Any product or service that violates applicable Nigerian law or international trade regulations.

Merchants found listing prohibited products will have their listings removed and may face account suspension or permanent termination, at Shopa’s sole discretion.

19. Dispute Resolution

19.1 Merchant-Buyer Disputes

Disputes between Merchants and Buyers (including disputes regarding product quality, delivery, returns, or refunds) are primarily the responsibility of the parties involved. Shopa encourages Users to resolve disputes amicably through direct communication.

If direct resolution fails, either party may contact Shopa at support@shopa.sh for mediation assistance. Shopa may, at its sole discretion, intervene to facilitate resolution, but is not obligated to do so. Shopa’s decision in any mediation is advisory and non-binding unless otherwise stated.

19.2 Disputes with Shopa

If you have a dispute with Shopa regarding the Platform, fees, account actions, or these Terms, you agree to first attempt to resolve the matter informally by contacting us at support@shopa.sh. If the dispute cannot be resolved informally within thirty (30) days, either party may pursue formal resolution as outlined in Section 28 (Governing Law & Jurisdiction).

19.3 Chargeback Policy

If a Buyer initiates a chargeback through their bank or card issuer, Shopa will investigate the transaction. During the investigation, affected funds may be placed on hold in the Merchant’s wallet. If the chargeback is upheld, the corresponding amount will be deducted from the Merchant’s wallet. Merchants are expected to cooperate with chargeback investigations by providing relevant evidence (proof of delivery, order communications, etc.).

20. Refunds & Returns

20.1 General Policy

Refund and return policies are primarily set and managed by individual Merchants. Shopa does not impose a uniform refund or return policy. However, all Merchants must comply with applicable consumer protection laws regarding refunds and returns.

20.2 Merchant Obligations

Merchants are expected to:

• Clearly communicate their refund and return policies to Buyers before purchase.
• Honor their stated refund and return policies.
• Process approved refunds promptly and in good faith.
• Accept returns for products that are materially different from the listing description, defective, or damaged during transit (unless transit insurance is the Buyer’s responsibility as clearly stated).

20.3 Buyer Rights

Buyers have the right to receive products that materially match the descriptions and images in the product listing. If a product is significantly different from what was advertised, defective, or not delivered, the Buyer may request a refund or replacement from the Merchant. If the Merchant fails to address a legitimate complaint, the Buyer may escalate the matter to Shopa at support@shopa.sh.

20.4 Shopa’s Role

Shopa may facilitate refund processing through the Platform but is not financially responsible for refunds. Any refund amounts are the financial responsibility of the Merchant. In cases where Shopa determines that a refund is warranted and the Merchant fails to comply, Shopa may deduct the refund amount from the Merchant’s wallet balance.

21. Limitation of Liability

21.1 Platform Provided “As Is”

THE PLATFORM IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. SHOPA DOES NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

21.2 Limitation

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SHOPA, ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, PARTNERS, AND AFFILIATES SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, GOODWILL, OR BUSINESS OPPORTUNITY, ARISING OUT OF OR IN CONNECTION WITH:

• Your use of or inability to use the Platform.
• Any transactions between Merchants and Buyers.
• The quality, safety, or legality of any products listed or sold through the Platform.
• The accuracy or completeness of any content, product listings, or information on the Platform.
• Unauthorized access to or alteration of your data or transmissions.
• Actions or omissions of any third party on the Platform.
• Service interruptions, downtime, or data loss.

IN NO EVENT SHALL SHOPA’S TOTAL AGGREGATE LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR YOUR USE OF THE PLATFORM EXCEED THE GREATER OF: (A) THE TOTAL AMOUNT OF FEES YOU HAVE PAID TO SHOPA IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM; OR (B) TEN THOUSAND NAIRA (N10,000).

21.3 Essential Purpose

Some jurisdictions do not allow the exclusion or limitation of certain warranties or liabilities. In such jurisdictions, our liability shall be limited to the maximum extent permitted by law. Nothing in these Terms shall exclude or limit liability for death or personal injury caused by negligence, fraud, or fraudulent misrepresentation.

22. Indemnification

You agree to indemnify, defend, and hold harmless Shopa, its directors, officers, employees, agents, partners, affiliates, and licensors from and against any and all claims, demands, losses, liabilities, damages, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to:

• Your use of or access to the Platform.
• Your violation of these Terms or any applicable law or regulation.
• Your Content, including any claims that your Content infringes any third party’s intellectual property or other rights.
• Any products you list, sell, or purchase through the Platform.
• Any dispute between you and another User of the Platform.
• Your negligence or wilful misconduct.

This indemnification obligation shall survive the termination of your account and these Terms.

23. Termination & Suspension

23.1 Termination by You

You may terminate your account at any time by contacting us at support@shopa.sh. Upon termination: (a) your storefront will be deactivated; (b) pending orders must still be fulfilled; (c) any remaining wallet balance will be paid out to your designated bank account, subject to any applicable holds; (d) your product listings will be removed from public view; and (e) your data will be retained in accordance with our Privacy Policy and applicable law.

23.2 Termination or Suspension by Shopa

Shopa reserves the right to suspend, restrict, or terminate your account and access to the Platform at any time, with or without notice, for any reason, including but not limited to:

• Violation of these Terms or any applicable law.
• Fraudulent, deceptive, or illegal activity.
• Selling prohibited products or services.
• Failure to complete KYC verification when required.
• Excessive chargebacks, complaints, or disputes.
• Inactivity for an extended period (twelve months or more).
• Conduct that harms or threatens to harm the Platform, other Users, or Shopa’s reputation.
• At Shopa’s sole discretion to protect the integrity and safety of the Platform.

In cases of suspension, we will endeavor to notify you of the reason and provide an opportunity to address the issue, unless doing so would compromise an investigation or violate applicable law.

23.3 Effect of Termination

Upon termination: (a) all licenses and rights granted to you under these Terms immediately cease; (b) you must immediately stop using the Platform; (c) provisions that by their nature should survive (including indemnification, limitation of liability, intellectual property, dispute resolution, and governing law) shall survive termination.

24. Platform Availability & Modifications

24.1 Availability

Shopa strives to maintain the Platform’s availability but does not guarantee uninterrupted, continuous, or error-free operation. The Platform may be temporarily unavailable due to scheduled maintenance, updates, or circumstances beyond our control (including but not limited to natural disasters, power outages, internet service disruptions, or third-party service failures).

24.2 Modifications

Shopa reserves the right to modify, update, suspend, or discontinue any part of the Platform at any time, with or without notice. This includes adding new features, removing existing features, changing the user interface, or altering functionality. We will endeavor to provide reasonable notice for material changes that significantly affect your use of the Platform.

24.3 No Liability for Downtime

Shopa shall not be liable for any loss, damage, or inconvenience arising from any downtime, maintenance, or unavailability of the Platform.

25. Third-Party Services

The Platform integrates with and relies on various third-party services, including but not limited to:

• Paystack — Payment processing, identity verification (KYC), and fund transfers.
• Cloudinary — Image hosting, storage, and optimization.
• Resend — Transactional email delivery (order confirmations, OTP codes, notifications).
• Social Media Platforms (Instagram, TikTok, WhatsApp, Facebook) — Storefront sharing and social commerce integration.

Your use of these third-party services is subject to their respective terms of service and privacy policies. Shopa is not responsible for the performance, availability, security, or practices of third-party services. Any issues with third-party services should be directed to the respective service provider.

26. Communications & Notifications

By creating an account on the Platform, you consent to receiving electronic communications from Shopa, including:

• Transactional emails (from noreply@shopa.sh) — OTP verification codes, order confirmations, payment receipts, shipping updates.
• Support communications (from support@shopa.sh) — Responses to your inquiries, dispute resolutions.
• Order notifications (from orders@shopa.sh) — New order alerts, order status changes.
• Welcome & onboarding emails (from hello@shopa.sh) — Account setup guidance, tips.
• Push notifications — Real-time alerts for orders, announcements, and account activity (where enabled).
• In-app notifications — Order updates, system announcements, plan expiry warnings.

You may manage your notification preferences through the Platform’s settings. However, certain communications (such as security alerts, legal notices, and transactional confirmations) are essential and cannot be opted out of while maintaining an active account.

27. Community Features

The Platform includes community features such as an Ideas Board where Merchants can submit feature requests, improvement suggestions, and bug reports. When using community features, you agree to:

• Be respectful and constructive in all submissions and comments.
• Not post spam, irrelevant content, or self-promotional material unrelated to Platform feedback.
• Understand that submitting an idea does not guarantee implementation.
• Grant Shopa a perpetual, royalty-free license to use, implement, and modify any ideas, suggestions, or feedback you submit through community features, without any obligation of compensation or attribution.
• Not disclose confidential or sensitive information in community posts.

Shopa may moderate community content, merge duplicate ideas, pin important submissions, or close/reject ideas at its sole discretion.

28. Governing Law & Jurisdiction

These Terms shall be governed by and construed in accordance with the laws of the Federal Republic of Nigeria, without regard to its conflict of law principles.

Any dispute, controversy, or claim arising out of or relating to these Terms or the breach, termination, or invalidity thereof shall first be attempted to be resolved through good-faith negotiation between the parties for a period of thirty (30) days. If negotiation fails, the dispute shall be submitted to mediation under the rules of the Lagos Court of Arbitration (LCA). If mediation fails within sixty (60) days, either party may pursue binding arbitration or litigation in the courts of competent jurisdiction in Lagos, Nigeria.

Notwithstanding the above, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of intellectual property rights or confidential information.

29. General Provisions

29.1 Entire Agreement

These Terms, together with the Privacy Policy and any other policies referenced herein, constitute the entire agreement between you and Shopa regarding the use of the Platform and supersede all prior agreements, communications, and understandings, whether oral or written.

29.2 Severability

If any provision of these Terms is found to be unlawful, void, or unenforceable by a court of competent jurisdiction, that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of the remaining provisions.

29.3 Waiver

The failure of Shopa to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. A waiver of any term shall not be deemed a further or continuing waiver of such term or any other term.

29.4 Assignment

You may not assign or transfer these Terms or any rights or obligations hereunder without Shopa’s prior written consent. Shopa may freely assign these Terms without restriction. Any attempted assignment in violation of this section shall be null and void.

29.5 Force Majeure

Shopa shall not be liable for any failure or delay in performing its obligations under these Terms where such failure or delay results from events beyond its reasonable control, including but not limited to natural disasters, wars, terrorism, riots, government actions, pandemics, power failures, internet or telecommunications failures, or third-party service outages.

29.6 Relationship of Parties

Nothing in these Terms shall be construed to create a partnership, joint venture, employment, or agency relationship between Shopa and any User. Merchants are independent parties and are not employees, agents, or representatives of Shopa.

29.7 Headings

The section headings in these Terms are for convenience only and shall not affect the interpretation of these Terms.

29.8 Language

These Terms are written in English. In the event of any conflict between the English version and any translation, the English version shall prevail.

30. Contact Information

If you have any questions, concerns, or feedback regarding these Terms, please contact us: