Terms of Service
These Terms of Service ("Terms") govern your access to and use of the “Vendesquare” mobile application (the "App") and the services provided through the App (the "Services"), operated by Vendesquare Technologies Limited, a company incorporated under the laws of the Federal Republic of Nigeria ("Company," "we," "us," or "our"). By downloading, installing, accessing, or using the App, you ("Customer," "you," or "your") agree to be bound by these Terms. If you do not agree to these Terms, do not download, install, access, or use the App.
Last Updated: February 26, 2025
1. ACCEPTANCE OF TERMS
By clicking "I Agree," "Accept," or a similar button, or by downloading, installing, accessing, or using the App, you represent that you have read, understood, and agree to be bound by these Terms. You also represent that you are at least 18 years of age and have the legal capacity to enter into this agreement.
2. ACCOUNT REGISTRATION
- 2.1 Account Creation: To use certain features of the App, you may be required to create an account. You agree to provide accurate, current, and complete information during the registration process and to keep your account information updated.
- 2.2 Account Security: You are responsible for maintaining the confidentiality of your account credentials (username and password) and for all activities that occur under your account. You agree to notify us immediately of any unauthorized use of your account or any other breach of security.
- 2.3 Account Termination: We may suspend or terminate your account at any time, for any reason, including but not limited to violation of these Terms.
3. USE OF THE APP AND SERVICES
- 3.1 Permitted Use: You may use the App and Services to browse, search for, and purchase products or services ("Products") offered by third-party vendors ("Vendors") listed on the App.
- 3.2 Prohibited Conduct: You agree not to:
(a) Use the App or Services for any illegal or unauthorized purpose.
(b) Violate any applicable federal, state, or local laws or regulations while using our services.
(c) Infringe upon the intellectual property rights of the Company, Vendors, or any third party.
(d) Transmit any viruses, worms, or other malicious code.
(e) Interfere with or disrupt the operation of the App or the servers and networks that support it.
(f) Attempt to gain unauthorized access to the App, other users' accounts, or any computer systems or networks connected to the App.
(g) Impersonate any person or entity or falsely state or misrepresent your affiliation with a person or entity.
(h) Collect or store personal data about other users without their express consent.
(i) Engage in any activity that is harmful, fraudulent, deceptive, threatening, harassing, defamatory, obscene, or otherwise objectionable.
(j) Use any automated means (e.g., robots, spiders) to access the App or collect data from it.
(k) Resell, rent, lease, or sublicense the App or Services.
4. ORDERS AND PAYMENT
- 4.1 Order Placement: When you place an Order through the App, you are making an offer to purchase the Products from the Vendor. The Vendor may accept or reject your Order at their discretion.
- 4.2 Pricing and Availability: Product prices and availability are subject to change without notice. The Company does not guarantee the accuracy of Product information provided by Vendors.
- 4.3 Payment: You agree to pay the total amount due for your Order, including the price of the Products, applicable taxes (including VAT), and shipping fees. Payments are processed through a secure third-party payment processor. We do not store your full payment card details.
- 4.4 Pay-in Limit: You may make payments ("pay-in") up to a maximum of ₦5,000,000 (five million Naira) per transaction.
- 4.5 No Payouts: Payout functionality is not available to Customers. Payouts are only made to registered Vendors.
- 4.6 Electronic Transactions: You agree that all agreements, notices, disclosures and other communications that are provided to you electronically will satisfy any legal requirements that such communications be in writing in compliance with the Electronic Transactions Act
5. DELIVERY
- 5.1 Delivery Arrangements: Delivery of Products will be handled by the Vendor or a third-party logistics provider, as determined by the Vendor.
- 5.2 Delivery Times: Delivery times are estimates and are not guaranteed. The Company is not responsible for delivery delays.
- 5.3 Risk of Loss: Risk of loss or damage to the Products passes to you upon delivery to the address you provided.
- 5.4 Inspection: You are responsible for inspecting the product upon delivery.
- 5.5 Failed Deliveries: Payout functionality is not available to Customers. Payouts are only made to registered Vendors.
6. REFUNDS, RETURNS, AND CANCELLATIONS
- 6.1 Vendor Policies: Refunds, returns, and order cancellations are subject to the Vendor's individual policies, which will be displayed on the Product listing or the Vendor's profile page.
- 6.2 Contacting the Vendor: You must contact the Vendor directly to request a refund, return, or cancellation. The Company is not responsible for processing refunds, returns, or cancellations.
- 6.3 Dispute Resolution: If you have a dispute with a Vendor regarding a refund, return, or cancellation, you agree to first attempt to resolve the dispute directly with the Vendor. If you are unable to resolve the dispute with the Vendor, you may contact us for assistance, but we are not obligated to intervene.
7. INTELLECTUAL PROPERTY
- 7.1 Ownership: The App and its content, including but not limited to text, graphics, logos, images, software, and the "look and feel" of the App, are the property of the Company or its licensors and are protected by Nigerian and international copyright, trademark, and other intellectual property laws.
- 7.2 Limited License: You are granted a limited, non-exclusive, non-transferable, revocable license to download, install, and use the App on a compatible mobile device for your personal, non-commercial use, subject to these Terms.
- 7.3 Restrictions: You may not:
(a) Copy, modify, distribute, sell, lease, rent, or sublicense the App.
(b) Reverse engineer, decompile, or disassemble the App.
(c) Remove any copyright, trademark, or other proprietary notices from the App.
(d) Use the App in any way that violates these Terms or any applicable laws or regulations.
8. DATA PRIVACY
- 8.1 Data Collection and Use: We collect and use your personal data in accordance with our Privacy Policy [LINK TO PRIVACY POLICY]. By using the App, you consent to the collection and use of your data as described in the Privacy Policy.
- 8.2 NDPR Compliance: We are committed to complying with the Nigeria Data Protection Regulation (NDPR). Our Privacy Policy details your rights under the NDPR, including your rights to access, rectify, erase, and restrict the processing of your personal data.
- 8.3 Data Security: We implement appropriate technical and organizational measures to protect your personal data from unauthorized access, use, disclosure, alteration, or destruction. However, no method of transmission over the Internet or method of electronic storage is 100% secure.
9. DISCLAIMERS
- 9.1 "As Is" Basis: The App and Services are provided on an "as is" and "as available" basis, without any warranties of any kind, express or implied.
- 9.2 No Warranties: The Company disclaims all warranties, including but not limited to implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement.
- 9.3 Vendor Responsibility: The Company is not responsible for the acts or omissions of Vendors or third-party logistics providers. We do not endorse, guarantee, or warrant the quality, safety, legality, or accuracy of any Products or information provided by Vendors.
- 9.4 App Functionality: The Company does not warrant that the App will be uninterrupted, error-free, secure, or free of viruses or other harmful components.
10. LIMITATION OF LIABILITY
- 10.1 Exclusion of Damages: To the fullest extent permitted by law, the Company shall not be liable for any indirect, incidental, special, consequential, or punitive damages (including, but not limited to, loss of profits, loss of data, or loss of use) arising out of or relating to your use of the App or Services, even if the Company has been advised of the possibility of such damages.
- 10.2 Liability Cap: To the fullest extent permitted by applicable law, the Company's total liability to you for any and all claims arising out of or relating to these Terms or your use of the App or Services shall not exceed the total amount of fees, if any, paid by you to the Company for the use of the App or Services during the twelve (12) months preceding the event giving rise to the claim.
- 10.3 Exceptions: Nothing in these terms will serve to limit or exclude liability that may not be limited or excluded under applicable law.
11. INDEMNIFICATION
You agree to indemnify, defend, and hold harmless the Company, its officers, directors, employees, and agents from and against any and all claims, liabilities, damages, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising out of or relating to:
(a) your use of the App or Services;
(b) your violation of these Terms;
(c) your violation of any rights of a third party, including Vendors; or
(d) your violation of any applicable laws or regulations.
12. GOVERNING LAW AND DISPUTE RESOLUTION
- 12.1 Governing Law: These Terms shall be governed by and construed in accordance with the laws of the Federal Republic of Nigeria.
- 12.2 Dispute Resolution: Any dispute arising out of or relating to these Terms shall be resolved as follows:
(a) Negotiation: The parties shall first attempt to resolve the dispute through good-faith negotiation.
(b) Mediation: If negotiation is unsuccessful, the parties shall attempt to resolve the dispute through mediation administered by a mutually agreed-upon mediator in Lagos State.
(c) Arbitration: If mediation is unsuccessful, any dispute, controversy, or claim arising out of or relating to these Terms, or the breach, termination, or invalidity thereof, shall be finally settled by arbitration in accordance with the Arbitration and Conciliation Act, Cap A18, Laws of the Federation of Nigeria 2004. The number of arbitrators shall be [one/three]. The seat, or legal place, of arbitration, shall be Lagos State. The language to be used in the arbitral proceedings shall be English.
(d) Litigation: If Arbitration is unsuccessful, the suit will be brought to a court of competent jurisdiction in Nigeria
13. CHANGES TO THESE TERMS
We may modify these Terms at any time. We will post the updated Terms on the App and update the "Last Updated" date. Your continued use of the App after the posting of the revised Terms constitutes your acceptance of the changes. You are advised to review these Terms periodically for any changes.
14. CONTACT US
If you have any questions about these Terms, please contact us at [email protected]
15. ENTIRE AGREEMENT:
This Agreement constitutes the entire understanding between the parties with respect to the subject matter
16. SEVERABILITY:
If any provision of these Terms is found to be invalid, such provision will not affect the validity of other provisions