Terms of Service

1. Acceptance of Terms

These Terms of Service ("Terms") constitute a legally binding agreement between you ("User", "you") and Marketplaza Technology Ltd ("Marketplaza", "we", "us") governing your use of the Marketplaza platform, including all web and mobile applications, APIs, and associated services (collectively, the "Platform").

By creating an account, joining the waitlist, or using any part of the Platform, you confirm that you have read, understood, and agree to these Terms and our Privacy Policy.

2. Eligibility

To use Marketplaza, you must:

• Be at least 18 years of age
• Be a resident of Nigeria or an authorised jurisdiction
• Have a valid Nigerian phone number for SMS verification
• Have a valid BVN (Bank Verification Number) for financial transactions
• Not have been previously suspended or banned from the Platform
• Have full legal capacity to enter into binding contracts

By registering, you represent and warrant that all of the above conditions are met. We reserve the right to verify your eligibility at any time and to terminate your account if you do not meet these requirements.

3. Account Registration & Security

You must provide accurate, current, and complete information during registration. You are responsible for:

• Maintaining the confidentiality of your login credentials and 4-digit transaction PIN
• All activity that occurs under your account
• Immediately notifying us of any unauthorised access at support@marketplaza.app

You may not create multiple accounts, impersonate another person, or use a fictitious identity. Marketplaza accounts are personal and non-transferable.

Your transaction PIN is your financial authorisation credential. Marketplaza employees will never ask for your PIN. Never share it with anyone.

4. Platform Roles

Marketplaza supports four user roles, each with distinct rights and responsibilities:

• Buyers — browse the product feed, place orders, fund their escrow wallet, and confirm receipt of goods
• Sellers — open a digital store (subject to merchant activation fee), list products, fulfil orders, and receive payments via the escrow release mechanism
• Resellers — generate unique referral links for seller products and earn 10% commission on successful sales. Requires reseller activation.
• Builders — ecosystem participants who contribute to platform growth and receive a share of platform transaction revenue through the Builder dividend system

A single user may hold multiple roles simultaneously, subject to completing the activation requirements for each.

5. Escrow System & Payments

All marketplace transactions on Marketplaza are processed through our escrow system. By placing or accepting an order, you agree to the following escrow mechanics:

• Buyer funds are locked in escrow upon order placement and cannot be unilaterally released
• Funds are released to the seller only upon delivery confirmation (via OTP) or expiry of the 48-hour inspection window without a buyer dispute
• During the 48-hour inspection window, the buyer may raise a dispute to trigger the mediation process
• Marketplaza deducts its platform service fee from the seller's proceeds at the point of escrow release
• Reseller commissions (10% of item price) are deducted from seller proceeds and credited to the reseller's wallet at the same moment of settlement

Wallet Funding: You may fund your wallet via your dedicated Virtual NUBAN account (bank transfer) or via Paystack card/bank transfer. Funds reflect instantly upon successful bank confirmation.

Withdrawals: Available wallet balance (not locked in escrow) may be withdrawn to any Nigerian commercial bank account at any time. Withdrawal processing is typically instant to 30 minutes. Marketplaza reserves the right to hold withdrawals pending fraud review.

Refunds: Refunds are processed as a reversal to the buyer's Marketplaza wallet within 24 hours of a successful dispute resolution or order cancellation. Wallet-to-bank withdrawals of refunded funds may take 1–3 business days.

6. Seller Obligations

As a seller on Marketplaza, you agree to:

• Only list physical goods that are legal, accurately described, and in your possession or available for dispatch
• Dispatch confirmed orders within the timeframe stated in your listing (default: within 48 hours of order acceptance)
• Not cancel confirmed orders without a legitimate reason — repeated cancellations may result in account suspension
• Maintain accurate stock quantities and remove listings for out-of-stock items promptly
• Not list counterfeit, stolen, prohibited, or hazardous goods (see Section 10)
• Cooperate fully with our mediation team during any dispute
• Honour any pricing displayed at the time of purchase — you may not demand additional payment outside the Platform

The ₦15,000 Merchant Premium Store activation fee is non-refundable once your store is activated.

7. Buyer Obligations

As a buyer on Marketplaza, you agree to:

• Provide a valid and accurate delivery address at the time of purchase
• Be available to receive delivery and provide the OTP to the courier to confirm receipt
• Only raise disputes in good faith — frivolous or dishonest dispute claims are prohibited and may result in account suspension
• Release escrow promptly once you have received and verified the goods — you may not withhold release without a genuine dispute
• Not attempt to transact with sellers outside the Platform to circumvent escrow

8. Reseller Program

The Reseller Program allows activated resellers to earn commissions by sharing unique referral product links. Key terms:

• The ₦10,000 Reseller activation fee is non-refundable
• Commission rate is 10% of the product sale price (excluding shipping) per successful transaction generated through your referral link
• Commissions are credited to your wallet at the exact moment of escrow release — there is no holding period
• You may not self-purchase through your own referral link or engage in any form of commission manipulation
• Marketplaza reserves the right to claw back commissions on orders that are subsequently refunded or cancelled
• Reseller status and commission rates may be reviewed and adjusted by Marketplaza at any time with 30 days' notice

9. Builder Program

The Builder Program enables participants to earn a share of platform transaction revenue. Important disclosures:

• Builder dividends are derived from Marketplaza's platform service fees — they are not equity, not shares, and do not confer ownership rights in Marketplaza Technology Ltd
• Dividend amounts are variable and dependent on platform revenue — there is no guaranteed minimum payout
• Builder tier rankings and payout percentages are defined by Marketplaza and may be modified with 30 days' notice to existing Builders
• Builder program participation does not create an employment, partnership, or agency relationship

10. Prohibited Activities

The following are strictly prohibited on Marketplaza:

• Listing or selling weapons, ammunition, explosives, or military equipment
• Listing or selling controlled substances, narcotics, or prescription drugs without authorisation
• Listing or selling counterfeit, cloned, or intellectual-property-infringing goods
• Listing or selling stolen goods
• Fraud, identity theft, phishing, or impersonation of any party
• Money laundering or using the Platform for the movement of funds from illegal activities
• Circumventing the escrow system (transacting off-platform to avoid fees or accountability)
• Creating multiple accounts or using bots to manipulate ratings, rankings, or commissions
• Harassment, threats, or abusive behaviour toward other users or Marketplaza staff
• Reverse engineering, scraping, or attempting to access any part of our systems without authorisation
• Uploading malware, viruses, or any malicious code

Violations of this section may result in immediate account termination, forfeiture of wallet balance, and referral to law enforcement authorities.

11. User-Generated Content

By uploading photos, videos, descriptions, or any other content to the Platform ("User Content"), you grant Marketplaza a non-exclusive, royalty-free, worldwide licence to display, reproduce, and distribute that content solely for the purpose of operating the Platform.

You represent that you own or have the necessary rights to all User Content you upload, and that it does not infringe any third party's intellectual property rights. Marketplaza reserves the right to remove any User Content that violates these Terms without notice.

12. Dispute Resolution

When a buyer raises a dispute within the 48-hour inspection window:

• The escrow balance is immediately frozen pending investigation
• Both parties are notified and invited to submit evidence (photos, tracking numbers, communication logs)
• Marketplaza's mediation team issues a binding decision within 24–72 hours
• Marketplaza's decision is final on platform-related disputes

For disputes that cannot be resolved through our internal mediation process, both parties agree to submit to arbitration under the Lagos Court of Arbitration rules, with Nigerian law as the governing law.

Marketplaza is not liable for any losses arising from third-party logistics failures unless the courier was arranged directly by Marketplaza.

13. Fees & Pricing

Current fee structure (subject to change with 30 days' notice):

• Merchant Store Activation: ₦15,000 (one-time, non-refundable)
• Reseller Activation: ₦10,000 (one-time, non-refundable)
• Platform Transaction Fee: Deducted from seller proceeds at escrow release (rate disclosed in seller dashboard)
• Reseller Commission: 10% of product sale price, deducted from seller proceeds
• Wallet Withdrawals: No fee for standard withdrawals; express fees may apply in future
• NUBAN Funding: Subject to the processing bank's applicable transfer fees

All fees are displayed in Nigerian Naira (NGN). Marketplaza is not responsible for any bank charges applied by your personal bank for transfers.

14. Termination & Suspension

Marketplaza may suspend or terminate your account at any time if you:

• Violate any provision of these Terms
• Engage in fraudulent, abusive, or illegal activity
• Provide false information during registration or KYC verification
• Are the subject of a regulatory instruction or court order

Upon termination, your access to the Platform will cease. Any wallet balance that is not subject to an active dispute or legal hold will be refunded to your linked bank account within 5 business days. We reserve the right to withhold funds pending fraud investigations.

You may delete your account at any time through the in-app settings. Account deletion does not affect transaction history or our legal retention obligations.

15. Limitation of Liability

To the maximum extent permitted by Nigerian law:

• Marketplaza provides the Platform "as is" without warranties of any kind, express or implied
• Marketplaza is not liable for the quality, safety, legality, or authenticity of goods listed by sellers
• Marketplaza is not liable for losses caused by third-party payment processors, logistics providers, or telecom failures
• Marketplaza's total aggregate liability for any claim arising from your use of the Platform shall not exceed the total fees paid by you to Marketplaza in the 12 months preceding the claim
• Marketplaza shall not be liable for any indirect, incidental, special, consequential, or punitive damages

Nothing in these Terms limits Marketplaza's liability for death or personal injury caused by our gross negligence, or for fraud or fraudulent misrepresentation.

16. Governing Law

These Terms shall be governed by and construed in accordance with the laws of the Federal Republic of Nigeria. Any dispute arising out of or in connection with these Terms that is not resolved through our internal dispute resolution process shall be referred to and finally resolved by arbitration under the Lagos Court of Arbitration Rules, with the seat of arbitration in Benin City, Nigeria, and the language of arbitration being English.

17. Changes to These Terms

We may update these Terms from time to time. For material changes, we will provide at least 30 days' notice via email and a prominent in-platform notification. If you continue to use the Platform after the effective date of the revised Terms, you are deemed to have accepted the changes.

We recommend reviewing these Terms periodically. Previous versions are available upon request at legal@marketplaza.app.

18. Contact