Merchant Terms of Service

These AZIBA Merchant Terms of Service ("Terms" or "Agreement") govern your access to and use of our platform (the "AZIBA Platform") as a merchant. The AZIBA Platform is owned and operated by Getdelivry Technologies Limited, a company duly incorporated under the laws of the Federal Republic of Nigeria ("AZIBA", "we", "our", or "us").

By registering as a seller on the AZIBA Platform and accessing our Services, you ("Merchant", "you", or "your") agree to these AZIBA Merchant Terms of Service (the "Agreement" or "Terms of Service"). "Services" means the AZIBA Platform, together with the listing, fulfilment, payment processing, settlement, marketing, and customer support services that we provide to you in connection with the sale of your Products, and any other service we may make available to Merchants from time to time.

You must read, agree with, and accept all of the terms and conditions contained or expressly referenced in these Terms before you may list, market, or sell any Products on the AZIBA Platform. By clicking "I Agree," completing your Merchant registration, or otherwise using or accessing the Services, you represent that you have read and understood this Agreement and you agree to be bound by it.

If you do not agree to these Terms, you must not register as a Merchant or use our Services.

1. Merchant Appointment

1.1Subject to your continued compliance with these Terms, we appoint you, and you accept appointment, as a seller on the AZIBA Platform, with the right to list, market, and sell your fashion apparel, accessories, and artisanal goods ("Products") on a non-exclusive basis.

1.2You may grant us an exclusive right to market and sell specified Products or brands for a defined period, in which case you shall not list or promote those Products on any other marketplace during that period.

1.3You warrant that all information you provide to us is truthful, accurate, current, and complete, and shall promptly notify us of any change.

1.4We shall use the email address you provide ("Primary Email Address") as our primary means of communication with you. You shall ensure it can send and receive messages, and only communications from that address shall be treated as authenticated.

2. Fulfilment Models

2.1We shall determine whether each Product or SKU is sold under the Consignment Model or the Dropshipping Model. The Consignment Model applies by default.

2.2"Dropshipping Model" means you keep possession of the Products and dispatch them directly to customers on receiving an order. Made-to-order or slow-moving Products are generally fulfilled this way, and must be dispatched within ten (10) working days of order receipt, unless we communicate and agree to a different timeframe with you.

2.3Under the Dropshipping Model, you shall be responsible for arranging and bearing the cost of delivering all customer orders to the designated AZIBA warehouse within the agreed timeline. Upon receipt at the warehouse, AZIBA will coordinate the onward delivery to the customer through the AZIBA Platform. Where the Platform is unavailable, does not cover the delivery area, or you demonstrate that an alternative delivery option is materially more cost-effective without compromising delivery timelines or service quality, an alternative delivery method may be approved by AZIBA.

3. AZIBA's Responsibilities and Rights

3.1We shall operate and maintain the AZIBA Platform, provide fulfilment, storage, packaging, and delivery services for Consigned Products, manage payments and settlements in accordance with clause 5, conduct marketing and promotional activities in accordance with clause 12, and serve as the primary point of contact for Customer inquiries and communication.

3.2We reserve full discretion over the design, layout, and structure of the AZIBA Platform, including product categorization, search rankings, and the positioning and prominence of your Products relative to other products on the AZIBA Platform. You acknowledge that product placement and visibility may be influenced by factors such as quality, sales performance, availability, marketing campaigns, and our editorial discretion, and that this discretion forms part of the curated nature of the AZIBA Platform.

3.3We may remove or suspend any listing that we suspect breaches this Agreement, at our sole discretion and without prior notice, including where a listing violates clause 11 (Prohibited Products and Compliance) or clause 4.10 (pricing parity).

4. Merchant Responsibilities

4.1Products must be authentic, defect-free, fit for purpose, and consistent with approved samples in fabric, fit, finish, and sizing. Returns caused by poor quality or misrepresentation shall be recorded against you.

4.2You shall provide accurate Product descriptions, high-resolution photographs, and, where applicable, product videos, logos, and brand stories ("Merchant Content"), in line with our content guidelines. Each listing must include a description, size chart, care instructions, and material details, and Merchant Content must be truthful and match the actual Product supplied.

4.3Your Product prices on the AZIBA Platform must match those on your other sales channels. We may suspend listings that breach this clause.

4.4Products shall be packaged in clean, AZIBA-approved or AZIBA-branded materials, compliant with applicable law. No price tags, invoices, or promotional materials may be included unless we authorise this in writing.

4.5You shall respond to our backend queries within twelve (12) to twenty-four (24) hours, accept returns for defective, incorrect, or misrepresented Products, and cooperate on returns, refunds, and disputes under clause 6.

4.6You shall not solicit or accept orders directly from customers whose details were obtained through the AZIBA Platform.

4.7You shall keep inventory records accurate and notify us of any change in availability. Products remain listed for at least ninety (90) days unless agreed otherwise or sold out.

4.8You shall join our exclusive campaigns and promotions when invited, and shall not act in a way that damages our reputation or customer trust.

4.9Three quality or operational failures within six months entitle us to suspend or terminate your appointment as a Merchant. Our determination is final and binding.

4.10You shall provide information we reasonably require and perform any other obligation necessary to give effect to these Terms.

5. Payment of Fees, Commission and Settlement

5.1We shall charge a commission of fifteen percent (15%) on the price you set for each Product as our service fee for every sale made through the AZIBA Platform.

5.2We control the final customer-facing price and may change our markup from time to time, with notice to you.

5.3We may deduct reasonable transaction fees, payment-processing charges, chargeback fees, and bank transfer fees incurred in remitting funds to you, and may set off any amount you owe us against any amount we owe you.

5.4We collect all customer payments directly and will pay you your price for each Product sold, less our commission and any permitted deductions under these Terms, on a monthly basis, within ten (10) business days after the return period for that order has expired. We shall only pay out completed orders for which the return period has passed. Our return period is currently thirty (30) days and may be updated from time to time, with notice to you.

5.5Payments shall be made by electronic transfer to your designated bank account, in Nigerian Naira unless you request otherwise. If you request a foreign currency, we may apply prevailing exchange rates and deduct conversion costs.

5.6We shall send you a monthly report showing sales, commission deducted, returns and refunds, and the amount due to you. You have five (5) business days to query it, after which it is final. Our sales records shall be conclusive absent manifest error.

5.7You are responsible for all taxes on your sales and income, and shall indemnify us against any claim arising from your tax obligations. We may withhold taxes from your payouts where Nigerian law requires it.

5.8Inaccurate bank details or non-compliance with financial regulations may result in suspension of your payouts. Breach of this clause is a material breach entitling us to withhold payments or terminate these Terms under clause 16.

6. Returns, Chargebacks and Deductions

6.1Where a Product is returned by a Customer within the Return Period due to a defect, an incorrect product being sent, a misrepresentation of Product information, or poor quality or sizing errors, the return shall be for your account, and the corresponding amount may be deducted from future Merchant Payouts.

6.2We may deduct from your settlements any refunds issued to Customers, chargebacks imposed by payment processors, shipping or handling costs arising from your fault, and penalties for repeated breaches of your responsibilities in clause 4. Where deductions exceed your sales proceeds for a given period, we may carry the shortfall forward and set it off against future payouts, or otherwise recover the outstanding amount from you.

6.3We reserve the right to withhold or claw back payments in respect of chargebacks, fraudulent transactions, or suspected illegal activity relating to your Products. You shall cooperate with us and provide all documentation reasonably necessary to contest a chargeback.

7. Confidentiality

7.1"Confidential Information" means any non-public information relating to a party's business, including technical processes, software, customer lists, product designs, costs, pricing, financial information, business plans, and marketing data, whether or not marked confidential. Our Confidential Information includes all non-public information you receive relating to us or the Services.

7.2Confidential Information excludes information the receiving party can prove was already public or in its possession at disclosure, was independently developed without reference to the other party's Confidential Information, or was rightly obtained from a source other than the disclosing party.

7.3Each party shall use the other party's Confidential Information only as necessary to perform its obligations under these Terms.

7.4Each party shall protect the other's Confidential Information with at least the same care it applies to its own, disclosing it only to employees, agents, or subcontractors who need it and are bound by equivalent confidentiality obligations, or as required by law or court order, in which case the disclosing party shall be given prompt notice where legally permitted.

8. Intellectual Property

8.1Subject to the express provisions of these Terms of Services, we, together with our licensors, own all copyright, trademarks, and other intellectual property rights in our website and the Services. Our logos and trademarks belong to us, and their use is not permitted without our authorisation. Third-party trademarks on our website belong to their respective owners, and we neither endorse nor are affiliated with them. No right or licence to any AZIBA intellectual property is granted by implication or otherwise, other than as expressly stated in these Terms.

8.2You shall not use any AZIBA trademark, logo, or service mark, including the word marks "AZIBA" and "Getdelivry" ("AZIBA Trademarks"), without our authorisation, nor adopt any mark, variation, or misspelling confusing with the AZIBA Trademarks.

8.3You shall not purchase, register, or use keywords, domain names, email addresses, or social media names that include the AZIBA Trademarks or any confusingly similar term.

8.4These Terms do not grant you any right to use AZIBA's patents.

9. Your Merchant Content

9.1Merchant Content must be accurate, truthful, and appropriate. It must not be obscene, pornographic, violent, blasphemous, discriminatory, abusive, or hateful, or cause annoyance or anxiety to any person.

9.2Merchant Content must not be unlawful or infringe any person's rights, including intellectual property, privacy, or contractual rights.

9.3You shall not submit, solicit, or incentivise fake or misleading reviews concerning your Products or your brand.

9.4Merchant Content must be your own. We may review, remove, or refuse any Merchant Content at any time, at our discretion, including where it breaches clause 11 (Prohibited Products and Compliance). Report any unlawful material or activity to us as indicated below.

9.5You are responsible for your Merchant Content, which means you assume all risk relating to it, including any reliance by a customer or any other person on its accuracy, or any claim relating to intellectual property or other legal rights arising from it. You agree to indemnify, defend, and hold harmless AZIBA against all claims resulting from your Merchant Content, provided that we reserve the right to assume the exclusive defence and control of any such dispute, and you agree to cooperate with us in asserting any available defence.

10. Our Rights to Use Merchant Content

10.1We do not claim ownership of your Merchant Content, but require a licence to it in order to list your Products on the AZIBA Platform.

10.2You grant us a worldwide, irrevocable, non-exclusive, transferable, sub-licensable, royalty-free licence to use, reproduce, adapt, publish, and distribute your Merchant Content across our marketing channels and any media, for the purposes in clause 12 (Marketing and Promotional Rights), and the right to act against infringement of these rights. You waive all moral rights in your Merchant Content to the extent permitted by law. We may review, edit, unpublish, or delete any Merchant Content at any time, at our discretion, including where we suspect a breach of these Terms.

10.3Merchant Content you owned before providing it to us remains yours, subject to the licence in clause 10.2. You may remove your Products and Merchant Content from the AZIBA Platform by terminating this Agreement under clause 16, save that any licence we require to exercise a right or perform an obligation that arose before removal shall survive.

10.4You grant us a non-exclusive, transferable, sub-licensable, royalty-free, worldwide licence to use your brand names, trademarks, and logos ("Your Trademarks") to operate and promote the AZIBA Platform. This licence survives termination only to the extent needed for obligations that arose while you were a Merchant. Our use of Your Trademarks does not imply our endorsement of your Products.

11. Prohibited Products and Compliance

11.1"Prohibited Products" means any product that:

(a) infringes a third party's intellectual property rights, or is a counterfeit, imitation, or unauthorised replica of a branded product;

(b) is made from fur, endangered animal products, or materials banned under Convention on International Trade in Endangered Species of Wild Fauna and Flora (CITES), or contains offensive, discriminatory, or unlawful imagery or text;

(c) contains hazardous, banned, or restricted chemicals, dyes, or materials under applicable law, or fails to meet applicable product safety standards;

(d) is stolen, unlawfully acquired, or produced using child or forced labour; or

(e) is a weapon, explosive, drug, controlled substance, or is otherwise banned under Nigerian law or applicable international sanctions.

We may designate further categories of Prohibited Products from time to time, with notice to you.

11.2You shall ensure all Products comply with applicable consumer protection, product safety, packaging, and labelling laws in Nigeria and any destination country, and that all required licences, customs documentation, and declarations are in place for cross-border shipments.

11.3You warrant that you are not subject to any applicable sanctions and shall not sell Products sourced from sanctioned countries, entities, or individuals. You shall provide evidence of authorisation to sell branded goods on request, and shall promptly remove or re-label any Product found to infringe a third party's rights.

11.4We may remove or suspend any listing suspected of breaching this clause, withhold payments pending investigation, and require proof of compliance. Breach of this clause is a material breach entitling us to immediate termination under clause 16, and you shall indemnify us against all losses, claims, or penalties arising from it.

12. Marketing and Promotional Rights

12.1We may use your Merchant Content in any marketing, public relations, and promotional material across our website, mobile applications, social media, advertising, and events, adapted or localised as needed while preserving your brand identity, and shall make reasonable efforts to attribute Products to your brand.

12.2We may invite you to participate in sales, discounts, or promotional campaigns. Your consent is required before any discount that reduces your Product price. For campaigns we initiate, you shall provide the required inventory, content, or exclusive SKUs, and grant us priority marketing rights over Products selected for our exclusive collections during the campaign period.

12.3You shall cooperate with us on marketing activities, including joint announcements or collaborations, when reasonably requested, and shall not publicly disparage AZIBA, our Platform, or our marketing practices. Breach of this clause may result in removal from campaigns, reduced visibility, or any other remedy available under these Terms or applicable law.

13. Data Privacy and Protection

13.1All data provided by either party, or to which either party is exposed under these Terms, constitutes Confidential Information and, where applicable, Intellectual Property of the disclosing party.

13.2Each party warrants that it shall comply with all applicable laws, licences, and governmental authorisations relevant to these Terms ("Applicable Laws"), shall not process data for any purpose beyond what these Terms envisage without the disclosing party's prior written consent, and shall maintain systems and controls meeting Applicable Laws and best industry practice for data protection.

13.3Each party shall take appropriate technical and organisational measures to prevent loss, damage, unauthorised destruction, or unlawful access to data, and shall verify these measures regularly. Each party shall notify the other immediately on becoming aware of, or suspecting, a security compromise. Breach of this clause is a material breach of these Terms.

14. Disclaimers and Limitation of Liability

14.1The AZIBA Platform may become temporarily unavailable for scheduled or unscheduled maintenance, or for reasons beyond our reasonable control. We shall use reasonable efforts to provide advance notice of changes to the AZIBA Platform and of any scheduled service disruption, and shall use reasonable efforts to resolve any service disruption within the shortest possible time.

14.2THE AZIBA PLATFORM IS PROVIDED "AS IS." AZIBA DOES NOT WARRANT THAT THE AZIBA PLATFORM WILL BE UNINTERRUPTED OR ERROR-FREE, NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE AZIBA PLATFORM. AZIBA DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, EXCEPT THAT AZIBA WARRANTS THAT IT SHALL USE ITS BEST ENDEAVOURS TO ENSURE THAT THE AZIBA PLATFORM FUNCTIONS OPTIMALLY AND WITHIN GENERALLY ACCEPTED INDUSTRY STANDARDS.

14.3IN NO EVENT SHALL AZIBA BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF PROFITS, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT. TO THE FULLEST EXTENT PERMITTED BY LAW, AZIBA'S TOTAL AGGREGATE LIABILITY TO YOU UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL COMMISSIONS RECEIVED BY AZIBA FROM YOU DURING THE SIX (6) MONTHS PRECEDING THE CLAIM GIVING RISE TO THE LIABILITY.

14.4Nothing in these Terms limits or excludes AZIBA's liability to the extent that such liability cannot be legally limited or excluded under applicable law.

15. Indemnification

15.1You hereby indemnify and undertake to keep us indemnified against all losses, damages, costs, liabilities, and expenses, including legal expenses and amounts paid to third parties in settlement, arising out of (a) your breach of these Terms; (b) your violation of any law or third-party right; (c) any aspect of your transaction with a customer, including refunds, fraudulent transactions, or violation of applicable consumer protection laws; or (d) any VAT or other tax liability we incur in relation to a sale or supply you make through our Services.

15.2You will be responsible for any breach of the Terms of Service by your affiliates, agents or subcontractors and will be liable as if it were your own breach.

16. Term and Termination

16.1These Terms begin on the date of your appointment as a Merchant and continue until terminated as provided below (the "Term").

16.2You may terminate your appointment at any time by contacting AZIBA Support and following our instructions.

16.3We may suspend or terminate your appointment or these Terms at any time, without notice, if you repeatedly fail to meet your responsibilities under clause 4, engage in conduct that damages our reputation, or if we suspect fraud or illegal activity connected with your use of the Services. Termination is without prejudice to rights or obligations that arose before it.

16.4We may modify or discontinue any part of the Services at any time, with or without notice, and shall not be liable to you or any third party for doing so.

16.5On termination, we shall stop providing you the Services and you shall no longer be able to use them. You shall not be entitled to any refund of Fees, and any outstanding balance owed to us shall become due immediately.

16.6You shall retrieve all remaining Consigned Products from our Fulfilment Centre within thirty (30) days of termination, failing which they may be subject to forfeiture or storage fees at our discretion. We shall issue your final payout within ten (10) days of settling all outstanding orders and returns.

16.7On termination, all rights and obligations under these Terms cease immediately, except that (a) you remain responsible for obligations relating to transactions entered into before termination and for any liabilities accrued before or as a result of it, and (b) clauses 5 (Payment of Fees, Commission and Settlement), 6 (Returns, Chargebacks and Deductions), 7 (Confidentiality), 8 (Intellectual Property), 9 (Your Merchant Content), 11 (Prohibited Products and Compliance), 13 (Data Privacy and Protection), 14 (Disclaimers and Limitation of Liability), 15 (Indemnification), and 17 (Miscellaneous) survive termination or expiration.

17. Miscellaneous

Entire Agreement

17.1These Terms constitute the entire agreement between AZIBA and you and supersedes all prior or contemporaneous arrangements, proposals, oral or written, understandings, representations, and communications between AZIBA and you relating to its subject matter, to the fullest extent permitted by law.

Force Majeure

17.2AZIBA's failure or delay in the performance of an obligation under these Terms shall not be a breach if such failure or delay is due to Force Majeure Events. "Force Majeure Events" include acts of God or public enemy, acts of federal, state or local government, earthquake, flood, hurricane, fire, epidemic, pandemic, freight embargoes, war or any other event beyond the reasonable control of AZIBA.

Assignment

17.3AZIBA is allowed to assign, transfer, and subcontract its rights and obligations under these Terms without any notification. However, you are not allowed to assign, transfer, or subcontract any of your rights or obligations under these Terms.

Severability

17.4Every provision of these Terms is distinct and severable. If a provision of these Terms is determined by any court or other competent authority to be unlawful or unenforceable, the other provisions will continue in effect. If any unlawful or unenforceable provision of these Terms would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the provision shall continue in effect.

Amendment and Modifications

17.5We may revise these Terms, and our policies and guidelines from time to time as we see fit.

17.6We may update these Terms at any time, at our sole discretion. We shall give reasonable advance notice of changes that materially affect your use of the Services or your rights, except where immediate changes are needed for legal, regulatory, fraud, security, or safety reasons. Updated terms take effect on posting, and your continued use of the Services after that constitutes acceptance. If you do not agree, you must stop using the Services.

17.7We may change our commission from time to time, and shall not be liable to you or any third party for any such change or for any modification, price change, suspension, or discontinuance of the Services.

Changes

17.8We reserve the right, at our sole discretion, to modify or replace these Terms at any time and by using the Services you are expected to review these Terms on a regular basis. It is therefore important that you review these Terms regularly to ensure you are updated as to any changes.

Waiver

17.9No failure or delay by AZIBA in enforcing any term of these Terms shall be deemed a waiver of that term or of any breach. No waiver shall extend to any other or further default, and no waiver shall be effective unless in writing and signed by an authorised representative of AZIBA.

Privity

17.10No person or entity other than AZIBA or the Merchant, their affiliates, and permitted assignees or transferees, has any right to enforce any term of these Terms, whether or not identified by name or class.

Interpretation

17.11The rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not apply to this Agreement, nor shall the ejusdem generis rule of construction apply, such that the meaning of general words is not restricted by any particular examples preceding or following those words. Headings are inserted solely for convenience of reference and do not define, describe, limit, or aid in the construction of these Terms. Words indicating the singular include the plural and vice versa, words indicating one gender include all genders, and a reference to a statute includes that statute as amended, re-enacted, or replaced from time to time.

Governing Law and Jurisdiction

17.12These Terms are governed by the laws of the Federal Republic of Nigeria.

17.13All disputes arising from these Terms shall be resolved in accordance with the laws of Lagos State and the courts of Lagos State shall have exclusive jurisdiction to entertain such disputes.

Notice to AZIBA

17.14All notices under these Terms shall be in writing, including electronic communication, and delivered personally, by courier, or electronically to the addresses notified between the parties. A notice is deemed received on actual delivery, if by hand or courier, or on transmission and acknowledgment, if sent electronically.

Contact

17.15You can contact us at our operational address, by email to ([email protected]) or through AZIBA Support (+234 706 444 6543).