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Terms of Service


IMPORTANT — READ CAREFULLY.

READ OUR TERMS BELOW TO LEARN MORE ABOUT YOUR RIGHTS AND RESPONSIBILITIES AS A DROPPIE USER

LAST UPDATED: 24TH JANUARY 2026



These Terms of Service ("Terms") is an agreement between you (either separately or collectively, the "User," "Vendor," "Merchant", "Customer," or "you", as the case may be) and Droppie Limited, a company registered in Nigeria with RC Number 8690474 (hereinafter "Company", "we", "us", or "our").


These Terms govern your access to and use of our website (website link) and all other affiliated websites, platforms and mobile applications, owned and controlled by us (collectively the or our "Platforms", each a "Platform") and our products and services (the or our "Services", each a "Service")


By accessing or using our Platform, you agree to be bound by these Terms. If you do not agree, please discontinue use of the Platform immediately.


These Terms constitute a legally binding agreement between you and the Company.



1. DEFINITIONS


Defined terms are capitalized throughout; key ones include:

  • Platform — the Company's website, apps, APIs and related services that connect Vendors and Customers, enable Drops, listing, pre-saves, ordering, payments, and other services.
  • Merchant — any person or business that lists Products on the Platform for sale (also "Vendor" or "Seller").
  • Customer — any person who browses, pre-saves, pre-orders, purchases or otherwise acquires Product(s) on the Platform.
  • Product — any tangible goods or any service offered by a Vendor on the Platform.
  • Drop — a scheduled product release on the Platform at a set date/time announced in advance by a Vendor (may be limited in quantity).
  • Pre-Save/Pre-Order — a reservation or expression of interest by a Customer for a Product prior to the Drop; the legal effect (binding purchase vs reservation) depends on the Vendor's listing and payment settings (explained below).
  • Payment Service Provider/PSP — third-party payment processors used to process payments (e.g., Paystack, Flutterwave).
  • Logistics Partner — third-party courier, Fulfillment Service Provider or delivery company engaged by the Vendor, Customer or the Company to handle shipment and delivery.
  • Service Fees/Commission — fees charged by the Company for use of the Platform (including, but not limited to listing fees, commission, payment facilitation fees, subscription fees, etc).
  • NDPA — Nigeria Data Protection Act, 2023 (and implementing regulations).
  • FCCPA — Federal Competition & Consumer Protection Act (2018), governing consumer rights and competition law in Nigeria.


2. ACCEPTANCE AND COMPLIANCE


2.1 Acceptance: By accessing or navigating the Platform, or registering, listing, pre-saving, financing a wallet, placing, accepting an order, or performing any other action on our Platform you accept and agree to be bound by these Terms and all other Company policies


2.2 Eligibility: By carrying out activities on our Platforms, you warrant that you have full legal capacity (including that you are at least 18 years old (or the legal age of majority where you are resident)), right, and relevant sanctions and are able to enter legally binding contracts. If you are using the Platform on behalf of a company or other legal entity, you represent and warrant you have authority to bind that entity.


2.3 Legal compliance: You agree to comply with all applicable laws and regulations including consumer protection, product safety, export controls, tax reporting and anti-money laundering laws and regulations arising from the use of our Platforms.



3. PLATFORM ROLE


3.1 Intermediary role: The Company operates an online marketplace that connects Vendors and Customers and provides certain facilitation services (listing, marketing, technical infrastructure, optional logistics facilitation (provided by independent logistics services; not the Company), and access to PSPs). The Company is not a party to contracts for the sale of Products between Vendor and Customer, unless otherwise expressly stated in a separate written agreement.


3.2 Sub-merchant/aggregator note: For payment processing, the Company operates as technology service provider facilitating Vendors' and customers' direct use of PSPs. Further, PSP merchant agreements (e.g., Paystack, Flutterwave) govern settlement, chargebacks, and merchant responsibilities.


3.3 No title: The Company does not take title to Products. Title, ownership and risk transfer terms are specified in the Vendor Agreement and Logistics Addendum.


3.4 Nature of responsibilities: We are an independent contractor for all purposes, providing the Platforms and our Services on an independent service provider basis. We do not have control over, or assume, the genuineness of, liability or legality for, the products or services that are paid for or transactions that are initiated, processed or completed through our Platforms or with our Services. You agree that our role is merely to provide the Platforms through which vendors and buyers may transact on their own terms and agreements. We do not guarantee any user's identity and cannot ensure that a buyer or seller will complete a transaction.


3.5 Disclaimer: We expressly disclaim any and all warranties and conditions, whether express, implied, or statutory. This includes but is not limited to warranties or conditions of merchantability, fitness for a particular purpose, title, quiet enjoyment, accuracy, or non-infringement.


3.6 Acknowledgment: You acknowledge that:

  • 3.6.1 The Company merely facilitates a marketplace for buyers and vendors, and does not in any way warrant anything on behalf of the buyer, nor the vendor;
  • 3.6.2 the relevant vendor of the product shall at all times remain exclusively liable for the products they sell on the marketplace; and
  • 3.6.3 in the event that there is an issue arising from the purchase of a product on the marketplace the buyer will seek recourse from the relevant vendor of the product by following the process set out in dispute resolution section of these Terms

3.7 Non-guarantee of availability and Force Majeure: We do not warrant or represent that the Platforms will operate without fault; or that the marketplace or any service on the marketplace will remain available at all times, including but not limited to the occurrence of events beyond The Company's control (force majeure events) which include but are not limited to; flood drought earthquake or other natural disasters; hacking viruses malware or other malicious software attacks on the marketplace; terrorist attacks; civil war civil commotion or riots; war threat of or preparation for war; epidemics or pandemics; or extra-constitutional events or circumstances which materially and adversely affect the political or macro-economic stability of the territory as a whole.


3.8 Right to alter: We reserve the right to discontinue or alter any or all of our marketplace services and to stop publishing our marketplace at any time in our sole discretion without notice or explanation; and merchants will not be entitled to any compensation or other payment upon the discontinuance or alteration of any marketplace services or if we stop publishing the marketplace. This is without prejudice to your rights in respect of any unfulfilled orders or other existing liabilities of The Company.


3.9 Non-guarantee of commercial results: We do not guarantee any commercial results concerning the use of the marketplace.


3.10 Other websites: Our Platforms and Services may contain links to third-party websites or services that are not owned or controlled by us. Droppie has no control over, and assumes no responsibility for the content, privacy policies, or practices of any third-party websites or services. You further acknowledge and agree that Droppie shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such websites or services.



4. ACCOUNT REGISTRATION, KYC, & VERIFICATION


4.1 Accurate information: By registering, you confirm that:

  • (a) all the required information you provide during registration is accurate, truthful and veritable; and
  • (b) you will keep this information up-to-date.

4.2 Protection of details: You are solely responsible for maintaining the confidentiality of your Account login details and will be held accountable for all activities that occur under your Account. If you suspect any unauthorized use or breach of security related to your Account, you are required to notify the Company immediately. It's essential to comply with these requirements, as the Company cannot be held liable for any loss or damage resulting from your failure to do so.


4.3 Non-transferability: You shall not transfer your account to any person, or entity, incorporated or not. Your account shall be used exclusively by you, and any transfer or assignment of your account to a third party will be at your own risk.


4.4 KYC/Verification: You must undergo Know-Your-Customer (KYC) processes before any confirmation of your account. The Company reserves the right to require identity documentation, corporate documents, tax identification numbers, bank account verification, or other information or due diligence requirements, not limited to any particular scope. Failure to complete KYC may suspend account functionality.


4.5 Right to refuse: The Company may refuse registration or suspend accounts during onboarding or KYC processing at its sole discretion, without liability.


4.6 Right to suspend: The Company may suspend or cancel your account and/or edit your account details at any time in our sole discretion and without notice or explanation. However, if we cancel any services you have paid for but not received and you have not breached these general terms and conditions we will refund you in respect of the same.


4.7 Security: You are responsible for maintaining the confidentiality of credentials and for all activity on your account.



5. VENDORS


Without limiting the application of other clauses in these Terms, the following shall also apply to vendors:


5.1 KYC: You hereby authorize us to, directly or through a third-party, obtain, verify, and record information and documentation that helps us verify your identity and any User Information. By using the Services and providing User Information to us, you automatically authorize us to obtain, directly or indirectly through our third-party service providers and without any time limit or the requirement to pay any fees, information about you and your User Information from any institution, persons, authorities and other third-party websites and databases as necessary to provide the Services to you.


5.2 Vendor obligations: Vendors must:

  • a. ensure Product legality and safety;
  • b. provide accurate listings (price, description, images, and other requirements);
  • c. comply with NDPA when handling Customer data;
  • d. fulfill orders promptly;
  • e. purchase insurance where required;
  • f. cooperate in good faith and fairness in all dispute resolution and investigation processes.
  • g. comply with the FCCPA with respect to pricing, consumer protection, refunding, and other matters related to customer/consumer dealings
  • h. comply with other general laws and laws relevant to the vendor's business and operations

5.3 Modification of Platforms and Services: Except where prohibited in these Terms of Service or by applicable law, we reserve the right to modify the Platforms and Services or any part thereof for any reason, without notice and at any time.


5.4 Competition: We reserve the right to provide our Services to your competitors and make no promise of exclusivity


5.5 Services availability: We can unilaterally determine what Platforms and Services we want to provide to Vendors. Not all Services or features will be available to all Vendors at all times.


5.6 Vendor responsibility: You acknowledge and agree that the Platforms or Services are not a marketplace, and any contract of sale made through the Platforms or Services is directly between you and the customer. You are the seller of record for all items you sell through the Services. You are responsible for the creation and operation of your vendor store, your Materials, the goods and services that you may sell through the Platforms or Services, and all aspects of the transactions between you and your customer(s). This includes, but is not limited to: authorizing the charge to the customer in respect of the customer's purchase, refunds, returns, fulfilling any sales or customer service, fraudulent transactions, required legal disclosures, regulatory compliance, alleged or actual violation of applicable laws (including but not limited to consumer protection laws in any jurisdiction where you offer products or services for sale), or your breach of these Terms of Service. You represent and warrant that your Store, your Materials and the goods and services you sell through the Platforms or Services will be true, accurate, and complete, and will not violate any applicable laws, regulations or rights of third parties. For the avoidance of doubt, The Company will not be the seller or merchant or record and will have no responsibility for your Store or items sold to customers through the Platforms or Services.


You are solely responsible for the goods or services that you may sell through the Services (including but not limited to description, price, fees, tax that you calculate, defects, required legal disclosures, regulatory compliance, offers or promotional content), including compliance with any applicable laws or regulations.



6. PRODUCT LISTINGS, DROPS & PRE-SAVES/PRE-ORDERS


6.1 Listing rules: All Product listings must include truthful descriptions, accurate pricing, the applicable currency (based on the relevant laws in the jurisdiction your business is subject to), stock availability, sizing, weight and any legal disclaimers.


6.2 Scheduled Drops: Vendors may create scheduled Drops with a specified date/time and (optionally) limited quantity. Drops may have pre-save options and pre-order payment options as configured by the Vendor. Vendors are responsible for ensuring availability and honest representation of Drop details.


6.3 Pre-Save vs Pre-Order: Unless the listing explicitly indicates a binding pre-order with payment processed immediately, a pre-save is an expression of interest only and does not create a contract until the Customer confirms purchase or the Vendor accepts a pre-order. Where payments are taken at pre-order, the Vendor must clearly state payment terms, reservation vs purchase, expected fulfilment date, cancellation rights and refund policy. Where the user does not convert a pre-order or a pre-save to a completed transaction within the stipulated timeframe, they automatically forfeit the product(s) pre-saved or pre-ordered. The user may be entitled to a refund as stipulated in the refund section of these Terms of Service.


6.4 Allocation and oversubscription: If a Drop is oversubscribed or stock is insufficient, the allocation mechanism (first-come, lottery, pro-rata, or other vendor determination) will be specified on the listing. Vendors must not intentionally oversell stock.


6.5 Pricing & promotional mechanics: Any promotional pricing, bundle deals, coupon codes and discounts must comply with all relevant laws including advertising and consumer laws and any PSP rules.


6.6 Accumulation: Vendors may enable customers to accumulate products/purchases from their storefront, before delivery of all the products at once.



7. ORDERS, FULFILMENT & DELIVERY - LOGISTICS ADDENDUM


7.1 Logistics providers: The Company may provide a logistics services provider or logistics services providers to fulfil deliveries of products or services sold through our Platforms or Services, which will be integrated with the Platforms. The Company, however, does not guarantee the performance of Logistics Partners and is not liable for losses arising from a Logistics Partner's act/omission.


7.2 Fulfilment responsibility and liabilities arising therefrom: As emphasized in Clause 5 of these Terms of Service, the Company is not a party to transactions between Vendors and customers or users and bears no liability therefrom. Likewise, the Company is not a party to transactions involving fulfilment of deliveries between the logistics provider (s), vendors, and customers either jointly or separately. The Company is not responsible for or liable for any loss arising from fulfillment of deliveries by Logistics service providers, or from loss arising before, during or after the handover of packages by the vendors or their agents to the logistics service provider(s) or any other person.


7.3 Handover and risk: The Vendor is solely responsible for ensuring that products ordered or purchased by customers are packaged, arranged and handed over to Logistics services provider(s), in a careful, safe and timely manner. Any damage or loss to the product or package arising before the transfer of the product to the Logistics Service Provider shall be borne by the vendor. The Logistics service provider is solely responsible for ensuring the package or product is delivered to the customer in a careful, safe and timely manner. Any damage or loss to the product or package arising before the package is delivered to the customer shall be borne by the Logistics service provider. This sub-clause is however subject to the terms of any agreement between the Vendor, Logistics service provider and the customer, as the case may be, to the extent that any liability attributable to us shall be invalid, null and void.


7.4 Proof of delivery & claims: Vendors must provide proof of shipment and proof of delivery (POD) on request. Loss/damage claims must generally be made first against the Logistics Partner and/or the Vendor's insurance, as the case may be. Timelines for raising delivery claims (by Customers) are specified in the Refund Policy.


7.5 Timeline for delivery: All deliveries must be fulfilled within the timeframe indicated in the delivery details before payment is made, save for exceptional circumstances or force majeure situations which shall be promptly notified to the customer. Customers must ensure that they are available to receive delivery of their products within the timeframe as indicated in the transaction or delivery details, or they might be charged business costs by the Merchants and the Company for continued delay in receiving pre-ordered or purchased products



8. PAYMENTS, SETTLEMENTS & PSPs


8.1 PSP role: Payments are processed through third-party PSPs or via payment aggregators. The PSPs' own Terms Agreements apply to payment processing, chargebacks, refunds and settlement timelines. The Company only facilitates the technical connection to enable seamless business operation and provides interface support for showing how much a user has or is paying or is receiving. The Company does not hold funds or settle payments for any user or other person.


8.2 Settlement cycles: The Company may request the PSP to withhold settlement amounts pending disputes, chargebacks, regulatory holds, KYC failures, suspected fraud legal orders, or any other situation at the discretion of the Company.


8.3 Payment instruments & currencies: Payments may be made or accepted in a currency made available by the Company. Currency conversion fees, foreign exchange risk, and cross-border remittance policies are the Vendor's responsibility where applicable.


8.4 Payment compliance: Users must comply with payment security standards (PCI-DSS), payment laws and data protection laws.


8.5 Storage of card data: The Company does not store full card details unless expressly stated; PSPs handle card tokenization and storage.


8.6 Wallet: Droppie may provide integrations and access to a digital wallet operated by a third-party PSP, on its Platforms. Droppie, however, does not provide financial services, hold customer funds, or operate as a financial institution. Our role is solely to provide a platform that facilitates your access to the Wallet services offered by third-party PSPs. Withdrawals can only be made to verified bank accounts that are linked to your Droppie store account and align with your KYC tier.



9. FEES, COMMISSIONS, TAXES


9.1 Fees & commissions: The Company may charge any sort of fees to users (including but not limited to subscription fees, service fees, transaction fees, commissions, additional fees, etc) based on one or more of several models it chooses to adopt. You will always receive notice of such fees before they become active or effective. All Fees are exclusive of applicable federal, provincial, state, local, or other governmental sales, goods and services, harmonized or other taxes, fees or charges now in force or enacted in the future.


9.2 Payment method: You must keep a valid payment method on file with us to pay for all incurred and recurring Fees. The Company will charge applicable Fees to any valid payment method that you authorize ("Authorized Payment Method"), and the Company will continue to charge the Authorized Payment Method for applicable Fees until the Services are terminated, and any and all outstanding Fees have been paid in full.


9.3 Subscription fees: Subscription Fees are paid in advance and will be billed in 30-day intervals or such other period as we may communicate (each such date, a "Billing Date"). You may opt to cancel a subscription for the next billing cycle at any time before the next billing date


9.4 Failed transactions and outstanding fees: If we are not able to process payment of Fees using an Authorized Payment Method, we may make subsequent attempts to process payment using any Authorized Payment Method. If we are unable to successfully process payment of Fees using an Authorized Payment Method within 7 days of our initial attempt, we may suspend and revoke access to your Account and the Services. Your Account will be reactivated upon your payment of any outstanding Fees, plus the Fees applicable to your next billing cycle. You may not be able to access your Account or your storefront during any period of suspension. If the outstanding Fees remain unpaid for 20 days following the date of suspension, the Company reserves amongst other rights the right to terminate your Account.


9.5 Taxes: Vendors are solely responsible for collecting, reporting and remitting any applicable taxes (VAT, sales taxes or others) arising from sales done through our Platforms or for our Services. The Company may collect and remit taxes and levies where required by law. Any user who claims to be exempt from tax requirements will be required to provide valid and verifiable evidence of such claim, which shall first be reviewed and ascertained by the Company before such exemptions may apply on our Platform or for our Services


9.6 Fee changes: The Company may, at its sole discretion, modify its fees, but shall first provide notice to users before the modified fees become effective. You shall be solely responsible for compliance with all applicable laws including those in Nigeria for making payments to us.


9.7 Cost incurred on late delivery: Where a customer does not make themselves available to receive their purchased products or actually receive their purchased product on the due date of delivery as stipulated in the transaction details, due to their own fault or delay, the Vendors and Droppie, separately, may charge reasonable business expenses (including but not limited to demurrage, costs of organizing for delivery on a separate date, server costs, administrative costs, etc), payable before the purchased products may be retrieved by the customer. The charge may be taken from the customer's wallet.



10. RETURNS, REFUNDS & CANCELLATIONS


10.1 Chargebacks: Upon receiving notification of a chargeback, the Company will, where legally permissible and practically feasible, notify you and may offer you the opportunity to contest the chargeback by submitting supporting evidence to the customer's issuing bank via our payment processor. You agree to provide all requested documentation and information promptly and accurately to facilitate the dispute process. You acknowledge that while the Company may support the communication, the final determination regarding any chargeback lies solely with the relevant card network or issuing bank.


10.2 Process of chargeback: Upon receiving notification of a chargeback, the Company will, where legally permissible and practically feasible, notify you and may offer you the opportunity to contest the chargeback by submitting supporting evidence to the customer's issuing bank via our payment processor. You agree to provide all requested documentation and information promptly and accurately to facilitate the dispute process. You acknowledge that while the Company may support the communication, the final determination regarding any chargeback lies solely with the relevant card network or issuing bank.


In the event of a chargeback, the following fees and deductions will be applied to your settlement:

  • Payment Reversal: The full amount of the disputed transaction will be debited from your Droppie settlements or wallet balance. If your balance is insufficient, you authorise Droppie to deduct the amount from your future settlements or to invoice you directly, with payment due immediately upon receipt.
  • Payment Processing Fee: Where a chargeback is lost (i.e., the customer's dispute is upheld), the transaction processing fee applicable to the original payment (including any percentage-based and/or fixed fees) shall not be refunded. This fee will be deducted from your settlement or balance,
  • Dispute Fee: For each chargeback initiated, whether won or lost, our payment processors impose a non-refundable dispute fee. This fee shall be borne by you in full and will be deducted from your Droppie Wallet balance or invoiced to you. The fee covers administrative and operational costs associated with managing the dispute process.

10.3 Merchant Liability and Indemnification: You agree to indemnify and hold harmless the Company, its affiliates, and their respective officers, directors, employees, and agents from and against any and all claims, liabilities, damages, losses, and expenses, including reasonable attorneys' fees and costs, arising out of or in any way connected with any chargeback, reversal, refund, or payment dispute related to transactions processed through your Droopie account, including any associated fees, penalties, or fines imposed by card networks or financial institutions.


10.4 Refunds policy: Vendors agree to adopt clear return and refund policies which comply with consumer protection laws (FCCPA). Where the Company provides marketplace-wide refund guarantees, the Company's policy will override or supplement Vendor policies. Refunds may be by way of store credits, wallet refunds, vouchers, mobile money transfer, bank transfers or such other methods as we may determine from time to time in our sole discretion.


10.5 Droppie right initiate and process refunds: Notwithstanding any other provision in these Terms, merchants acknowledge and agree that the Company reserves the right, in its sole discretion and without prior notice to them, to initiate refunds to their customers or reversal of payments made to their Wallet or account in certain circumstances. These circumstances include, but are not limited to where:

  • A transaction is disputed by a customer and the dispute is upheld in favour of the customer;
  • Fraud is alleged or suspected;
  • The Merchant is unresponsive, cannot be verified, or fails to complete Droppie's KYC or anti-money laundering (AML) verification requirements, or if their KYC/AML status becomes unverified or non-compliant;
  • Required by applicable law, regulation, court order, governmental directive, or the rules of card networks or payment processors; or
  • The Merchant is in violation of these Terms, or any applicable law.

10.6 Transaction processing fee: Users acknowledge and agree that the transaction processing fee or service fee or any other fee applicable to the original payment (including any percentage-based and/or fixed fees) shall not be refunded. This fee will be deducted from the user's settlement or wallet balance.


10.7 Deductions to be made before refunding: Where a customer who does not make themselves available to receive their purchased products or actually receive their purchased product on the due date of delivery as stipulated in the transaction details, due to their own fault or delay, requests a refund, the refunded amount shall be less reasonable business costs (including but not limited to demurrage, costs of organizing for delivery on a separate date, server costs, administrative costs, etc) or other costs including but not limited to loss of business, charged by either the Company or the Vendor, separately.



11. INTELLECTUAL PROPERTY; USER CONTENT


11.1 Company I.P.: The Company retains all rights, title and interest in the Platforms and services including but not limited to trademarks, copyright logos, software, content and design.


11.2 Use of materials: You grant to us a worldwide, irrevocable, non-exclusive, transferable, sub-licensable, royalty-free license and right to use, reproduce, store, adapt, publish, translate and distribute Materials across our marketing channels and any existing or future media. You grant to us the right to bring an action for infringement of these rights. You hereby waive all your moral rights in Materials to the maximum extent permitted by applicable law, and you warrant and represent that all other moral rights in Materials have been waived to the maximum extent permitted by applicable law. Without prejudice to our other rights under these Terms, if you breach our rules on content in any way, or if we reasonably suspect that you have breached our rules on content, we may delete, unpublish or edit any or all of Materials.


11.3 Use of copyright and trademark: You grant Droppie a non-exclusive, transferable, sub-licensable, royalty-free, worldwide right and license to use the names, copyright, trademarks, service marks and logos associated with your Store operate, provide, and promote the Services and to perform our obligations and exercise our rights under the Terms of Service. This license will survive any termination of the Terms of Service solely to the extent that Droppie requires the license to exercise any rights or perform any obligations that arose during the Term. Droppie's use of your copyright or trademarks to promote the Services does not imply an endorsement of your products and services.


11.4 Prohibitions: Unless you own or control the relevant rights in the material you must not:

  • republish material from our website (including republication on another website);
  • sell rent or sub-license material from our Platforms;
  • exploit material from our Platforms for a commercial purpose; or
  • redistribute material from our Platforms.
  • Carry on any other activity that will constitute infringement of intellectual property rights
  • modify, create derivative works of, reverse engineer, disassemble, or attempt to extract the source code of any part of the Platforms.

11.5 Permissions: Notwithstanding 11.4, you may forward links to products on our Platforms and redistribute our newsletter and promotional materials in print and electronic form to any person.



12. DATA PROTECTION & PRIVACY


12.1 Privacy Policy: Users agree to processing of their personal data in accordance with the terms of Droppie's Privacy Policy . Our Privacy Policy explains how we collect, process and store personal data. The privacy practices comply with the Nigeria Data Protection Act, 2023 (NDPA). The NDPA imposes obligations on data controllers and processors and grants rights to data subjects (access, correction, deletion, objection), which the Company will honor in line with law.


12.2 Vendor data responsibilities: Vendors are controllers/processors of Customer personal data they collect; Vendors must comply with NDPA and may only process Customer data for lawful purposes. Vendors shall be directly responsible to buyers for any misuse of their personal data and Droppie shall bear no liability to customers in respect of any misuse by vendors of their personal data.



13. PROHIBITED ITEMS & ACTIVITIES


13.1 Prohibited products: Vendors may not list items that are illegal, restricted, counterfeit, infringing IP, weapons, certain pharmaceuticals, illicit substances, or items prohibited by PSPs or Logistics Partners. PSPs also maintain lists of prohibited merchant categories and Vendors must follow such rules.


13.2 Fraud & misuse: Users may not use the Platform for:

  • money-laundering, scams, deceptive pricing, false reviews, identity theft, or any conduct that violates law.
  • any illegal purpose, including but not limited to money laundering, terrorist financing, or fraudulent activities
  • in a way that violates any laws, rules, or regulations applicable to your use of our services.
  • impersonate any person or entity, or falsely state or otherwise misrepresent yourself, your age, or your affiliation with any person or entity
  • transmit any viruses, worms, defects, Trojan horses, or other items of a destructive nature
  • modify, adapt, sublicense, translate, sell, reverse engineer, or create derivative works based on any portion of the Platforms.

13.3 Sanctions & export controls: Vendors must comply with applicable export controls and trade sanctions (This includes no sales to embargoed destinations).



14. WARRANTIES; DISCLAIMER


14.1 Vendor warranties: Vendors warrant that Products are lawful, accurately described, meet safety standards, not counterfeit, that they have the right to sell them, and that the sale of their products is in line with the provisions of the law in all respects.


14.2 Company disclaimers: EXCEPT AS REQUIRED BY LAW, THE COMPANY PROVIDES THE PLATFORM "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND. THE COMPANY DOES NOT WARRANT PRODUCT QUALITY, FITNESS FOR A PARTICULAR PURPOSE, OR THAT THE PLATFORM WILL BE UNINTERRUPTED OR ERROR FREE.



15. LIABILITY; LIMITATION OF LIABILITY


15.1 No consequential damages: TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER THE COMPANY NOR ITS AFFILIATES SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES (LOSS OF REVENUE; LOSS OF ANTICIPATED SAVINGS; LOSS, DESTRUCTION OR CORRUPTION OF DATA; LOSS OF CONTRACT OR BUSINESS OPPORTUNITY; LOSS OF GOODWILL; MALFUNCTION; DELAYS; INTERRUPTION OF SERVICES; THIRD-PARTY CLAIMS FOR DAMAGES AGAINST YOU; OR INDIRECT OR CONSEQUENTIAL LOSSES OF ANY KIND WHATSOEVER AND HOWEVER CAUSED, WHETHER OR NOT REASONABLY FORESEEABLE, REASONABLY CONTEMPLATABLE, OR ACTUALLY FORESEEN OR ACTUALLY CONTEMPLATED, BY DROPPIE AT THE TIME OF ENTERING INTO THESE TERMS), EVEN IF ADVISED OF THE POSSIBILITY.



16. INDEMNITY


16.1 Indemnification: You hereby indemnify us, and undertake to keep us indemnified, against any and all losses, damages, costs, liabilities and expenses (including without limitation legal expenses and any amounts paid by us to any third party in settlement of a claim or dispute) incurred or suffered by us and arising directly or indirectly out of (a) your breach of these Terms of Service or the documents it incorporates by reference; (b) your violation of any law or the rights of a third party; (c) any aspect of the transaction between you and your customer, including but not limited to refunds, fraudulent transactions, alleged or actual violation of applicable laws (including but not limited to Federal and State consumer protection laws), or your breach of the Terms of Service; or (d) any VAT liability or other tax liability that we may incur in relation to any sale, supply or purchase that you make through our Services.


16.2 Affiliates: You 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.



17. ACCOUNT SANCTIONS, SUSPENSION, TERMINATION & REMEDIES


17.1 Imposition of sanctions: The Company may suspend or terminate your account or impose other sanctions and penalties as it deems fit for suspected fraud, regulatory requests, court orders, KYC failures, triggering a sanction under Appendix 1 of these Terms, breach of these Terms and any of our policies, or any other matter characterized as misuse of the Platform. Suspension, termination or the imposition of other penalties does not relieve Parties of obligations accrued before suspension or termination.


17.2 Platform moderations: In addition to its powers under 17.1 above, the Company may impose sanctions and penalties in accordance with Appendix 1 of these Terms.



18. GOVERNING LAW & JURISDICTION


18.1 Governing law: These Terms of Use shall be interpreted and governed by the laws in force in the Federal Republic of Nigeria unless otherwise provided.



19. DISPUTE RESOLUTION


19.1 Negotiations: Where a party disputes any aspect of a transaction conducted through our Platforms, they must send a written notice of the disputed claim to the other party within 30 (thirty) days of the dispute arising. The Parties shall resolve the dispute within 14 days after the notice of dispute is received by the other party. However, where both parties fail to resolve the dispute within the stipulated time frame, either party may commence an arbitration proceeding based on the rules below.


19.2 ADR: The parties agree to submit all disputes to be decided by Alternative Dispute Resolution (ADR). Parties agree to first submit themselves to institutional mediation to be conducted by the Lagos Court for Arbitration (LCA). In the event that an impasse still remains, parties shall proceed to institutional arbitration under the provisions of the Arbitration and Mediation Act 2023. Only when these means are exhausted can parties resort to litigation. The seat of the arbitration shall be Lagos, Nigeria, and the arbitration shall be governed by the laws of the Federal Republic of Nigeria.


Unless otherwise determined by the mediator or arbitrator, the parties involved in the dispute will equally share the cost of the mediator/arbitrator and the mediation/arbitration facilities but will otherwise pay for their own expenses, including for travel and attorneys (if any attorneys are involved).


The Arbitration proceedings shall be conducted with a Sole Arbitrator who shall be mutually appointed by the aggrieved parties within 7 days, failing which the Sole Arbitrator shall be appointed by the Lagos Court of Arbitration in accordance with its Rules, on the application of either party.


Nothing in this clause shall prevent a party from seeking relief before a court or regulatory authority where such right cannot be lawfully waived.


19.3 Party to dispute: In disputes relating to transactions between a vendor and a customer, Droppie shall not be a party.



20. NOTICES


20.1 Notices to Users: Notices to Users shall be sent via email, SMS or Platform notifications;


20.2 Legal Notices to the Company: Legal notices to the Company must be delivered to the registered office address.



21. SEVERABILITY


Every provision of these Terms of Use 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.



22. BREACH OF TERMS


22.1 Actions available: If you breach these Terms, or if we reasonably suspect that you have breached these Terms in any way, we may (with or without notice to you) also take such actions as we deem appropriate to mitigate risk to Droppie and any impacted third parties and to ensure compliance with these Terms including contacting and disclosing information related to such violations to (i) persons who have sold or purchased goods or services from you, (ii) any banks or Card Networks involved with your business or transactions, (iii) law enforcement or regulatory agencies, and (iv) other third parties that may have been impacted by such violations. We can also suspend or terminate your account, in our sole discretion.



23. ENTIRE AGREEMENT


These Terms, together with the documents it expressly incorporates by reference and the documents those documents expressly incorporate by reference (the "Agreements"), constitute the entire agreement between Droppie and you and supersede all prior or contemporaneous arrangements, proposals, oral or written, understandings, representations, conditions, warranties, and all other communications between Droppie and you relating to the subject matter of any contract to the fullest extent permitted by law. These Terms may not be explained or supplemented by any prior course of dealings or trade, or by custom or usage.