Terms & Conditions of Use

1.1 A-Shopper Global Limited ("A-Shopper", "we", "us", or "our") is a company incorporated under the laws of the Federal Republic of Nigeria, operating a dynamic engineering tools e-commerce marketplace connecting Nigerian, African and Global businesses with verified suppliers, manufacturers, and distributors, powered by proprietary technology, data systems, and logistics infrastructure.

1.2 The Platform supports the following commerce models:

• Business-to-Business (B2B): businesses procuring engineering tools and equipment from verified vendors;
• Business-to-Consumer (B2C): businesses selling directly to individual end-users;
• Consumer-to-Consumer (C2C): individuals buying and selling tools and equipment among themselves;
• Service-to-Service: professionals and businesses exchanging engineering-related services; and
• Rental Commerce: listing, renting, and managing engineering tools, equipment, and assets.

1.3 These Terms and Conditions ("Terms") govern your access to and use of the A-Shopper website, mobile application, APIs, and all related services (collectively, the "Platform").

1.4 By registering, accessing, or using the Platform in any capacity, you enter into a legally binding agreement with A-Shopper Global Limited. These Terms should be read alongside our Privacy Policy, Cookie Policy, and any role-specific terms applicable to your User type.

2.1 A-Shopper operates as a technology marketplace intermediary, providing the infrastructure, systems, and tools that enable Users to connect, transact, and do business. A-Shopper is NOT a party to any transaction between Users unless explicitly stated otherwise.

2.2 A-Shopper does NOT:

• Own, manufacture, supply, stock, or warehouse any product listed on the Platform;
• Employ, engage, or supervise any Service Provider on the Platform;
• Own or maintain any equipment, tool, or asset listed for rental;
• Make representations or warranties about the quality, safety, legality, or suitability of any Listing; or
• Act as a commercial agent, reseller, or distributor of any Vendor's products.

2.3 Each Transaction is a direct contract between the Buyer and the Vendor, Service Provider, or Renter. A-Shopper facilitates the Transaction but is not contractually responsible for its performance, quality, or outcome.

2.4 A-Shopper's involvement is limited to: (a) providing Platform infrastructure; (b) facilitating payment and escrow; (c) providing dispute facilitation; and (d) enforcing Platform policies.

2.5 Nothing in these Terms creates any agency, partnership, joint venture, employment, or franchise relationship between A-Shopper and any User.

3.1 In these Terms, the following definitions apply:

• "Account" means a registered user account on the Platform;
• "AML" means Anti-Money Laundering obligations under the Money Laundering (Prevention and Prohibition) Act 2022;
• "Buyer" means any User purchasing products, services, or rentals through the Platform;
• "Chargeback" means a reversal of a payment transaction initiated by a User's bank or card issuer;
• "Commission" means the fee charged by A-Shopper on completed Transactions, as published on the Platform;
• "Content" means all text, images, listings, descriptions, data, reviews, ratings, and material uploaded to the Platform;
• "Cookie Policy" means A-Shopper's policy governing cookies and tracking technologies, available on the Platform;
• "Dispute" means any disagreement, claim, or complaint arising between Users or between a User and A-Shopper;
• "Escrow" means the secure holding of Transaction funds by A-Shopper pending fulfilment and release conditions;
• "Intellectual Property" means all patents, copyrights, trademarks, trade secrets, software, designs, and proprietary technology owned by A-Shopper;
• "KYC" means Know Your Customer identity verification procedures required under applicable law;
• "Listing" means a product, service, or rental published on the Platform by a Vendor or Service Provider;
• "Order" means a confirmed purchase, service booking, or rental agreement initiated through the Platform;
• "Platform" means the A-Shopper website, mobile app, APIs, and all associated digital services;
• "Prohibited Items" means products, services, or content that are illegal, restricted, or prohibited under these Terms or applicable law;
• "Promoted Listing" means a Listing for which the Vendor has paid for enhanced visibility or placement on the Platform;
• "Rental" means the temporary use of a tool, equipment, or asset listed on the Platform for a rental fee;
• "Sanctions" means trade, financial, or economic sanctions administered by any applicable authority including the UN, US OFAC, EU, or Nigerian authorities;
• "Service Provider" means a User offering engineering-related professional services on the Platform;
• "Transaction" means any completed or attempted purchase, service engagement, or rental through the Platform;
• "User" means any individual or entity accessing or using the Platform;
• "Vendor" or "Seller" means a verified supplier, manufacturer, distributor, or individual listing products on the Platform; and
• "We", "Us", "Our" means A-Shopper Global Limited.

3.2 References to any statute include all amendments and re-enactments. "Including" is not limiting. Headings are for convenience only. In case of conflict between translated versions of these Terms, the English version governs.

4.1 These Terms form the master agreement between you and A-Shopper. The following additional documents are incorporated into these Terms by reference and together form the complete agreement between the Parties:

• Privacy Policy: governing the collection, use, and protection of personal data;
• Cookie Policy: governing the use of cookies and tracking technologies;
• Vendor Agreement: additional terms applicable to Vendors and Sellers;
• Service Provider Terms: additional terms applicable to Service Providers;
• Rental Terms: additional terms applicable to rental transactions;
• Escrow Policy: governing the holding and release of Transaction funds;
• Refund Policy: governing refund eligibility, timelines, and processes; and
• Bulk Transaction Dispute Policy: governing disputes arising from bulk and wholesale orders.

4.2 Document Hierarchy

In the event of a conflict or inconsistency between these Terms and any incorporated document, the following order of precedence applies:

• (i) These Terms and Conditions (highest authority);
• (ii) Role-specific terms (Vendor Agreement, Service Provider Terms, Rental Terms);
• (iii) Operational policies (Escrow Policy, Refund Policy, Bulk Transaction Dispute Policy); and
• (iv) Privacy Policy and Cookie Policy.

4.3 All incorporated documents are published on the Platform at www.a-shopper.com and may be updated from time to time in accordance with Clause 41.

5.1 By clicking "I Agree", ticking an acceptance checkbox, completing registration, or accessing or using the Platform in any way, you confirm that you have read, understood, and agreed to be legally bound by these Terms.

5.2 This electronic acceptance constitutes a valid and binding electronic signature under the Cybercrimes (Prohibition, Prevention, etc.) Act 2015 and all applicable Nigerian electronic transaction law.

5.3 You consent to receiving communications from A-Shopper electronically, including by email, in-Platform notification, and push notification, and agree that such communications satisfy any legal requirement for written notice.

5.4 A-Shopper may record your acceptance of these Terms, including IP address, timestamp, and device information, as evidence of your agreement.

6.1 The Platform serves the following categories of Users:

6.2 Each User type is subject to these Terms and any additional role-specific terms as published on the Platform from time to time.

6.3 A-Shopper reserves the right to classify, reclassify, or limit User access at its sole discretion.

7.1 To access the full features of the Platform, you must register for an Account. By registering, you confirm that:

• a. You are at least 18 years of age and have the legal capacity to enter into a binding contract;
• b. You are registering on your own behalf or are duly authorised to bind a legal entity;
• c. All information provided is true, accurate, current, and complete; and
• d. You will promptly update your Account information to keep it current.

7.2 Minors

The Platform is strictly not intended for persons under the age of 18. If A-Shopper becomes aware that a minor has registered, the Account will be immediately suspended and all associated Transactions reversed where possible. Parents or guardians who become aware of minor usage must notify A-Shopper at support@ashopper.com immediately.

7.3 KYC Verification

A-Shopper reserves the right, and in certain cases is legally required, to conduct identity and business verification (KYC) before activating full Platform access. You agree to provide documents including: government-issued photo identification; proof of address; business registration documents; and any additional documentation required for AML compliance.

7.4 Failure to complete KYC within a reasonable timeframe may result in Account suspension or limitation of Platform features.

7.5 You are solely responsible for maintaining the confidentiality of your Account credentials. Notify A-Shopper immediately of any unauthorised use.

7.6 You may not create multiple Accounts without A-Shopper's prior written consent.

8.1 By using the Platform, you represent and warrant that: (a) you are not a Politically Exposed Person (PEP), sanctioned individual, or entity on any Nigerian, UN, US OFAC, or EU sanctions list; (b) all funds used are from legitimate and lawful sources; (c) you are not using the Platform to launder money, finance terrorism, or facilitate any other financial crime; and (d) all Transactions reflect genuine commercial activity.

8.2 A-Shopper reserves the right to: freeze or delay Transactions pending AML investigation; request documentation to verify source of funds; report suspicious transactions to the Nigerian Financial Intelligence Unit (NFIU) without prior notice; and terminate Accounts associated with financial crime.

8.3 A-Shopper is not liable for any loss arising from the freezing, withholding, or reporting of funds where financial crime is reasonably suspected.

8.4 Transactions above amounts specified by the CBN or NFIU guidelines may trigger mandatory enhanced due diligence and reporting obligations.

9.1 You must not use the Platform if you are: (a) located in or subject to comprehensive sanctions; (b) listed on any Nigerian, UN, US, or EU sanctions or restricted parties list; or (c) acting on behalf of any sanctioned entity.

9.2 The export or re-export of any engineering tool, equipment, or technology purchased through the Platform may be subject to Nigerian and international export control laws. Buyers are solely responsible for obtaining required export or import licences.

9.3 A-Shopper reserves the right to decline, block, or reverse any Transaction that may violate applicable sanctions or export control laws, without liability.

10.1 To list products or services, Vendors must complete A-Shopper's Vendor Verification process and maintain: accurate and non-misleading Listings; all required licences and regulatory approvals; sufficient stock to fulfil Orders; compliance with applicable product safety standards; and timely responses within A-Shopper's stipulated timeframes.

10.2 Product Standards Compliance

Vendors must ensure compliance with: Standards Organisation of Nigeria (SON) certification requirements; NAFDAC requirements where applicable; NESREA environmental standards; and all applicable international product safety standards for the relevant product category.

10.3 Vendors warrant all listed products are genuine, not counterfeit, not stolen, legally sourced, and compliant with all applicable laws. Counterfeit goods will result in immediate Account termination and referral to relevant authorities.

10.4 Vendors must honour confirmed Orders. Unilateral cancellations without cause and proper notice may attract platform penalties.

10.5 Product Recalls

If a product listed on the Platform is subject to a safety recall, the Vendor must immediately notify A-Shopper and assist in contacting affected Buyers.

11.1 All Vendors on the Platform must meet the following minimum performance standards on a rolling 90-day basis:

11.2 A-Shopper will notify Vendors of performance issues and provide a reasonable period to improve before taking action, except in cases of severe or repeated breaches.

11.3 Vendors placed on probationary status may have their Listings restricted, promoted listings paused, or Account features limited until performance improves.

11.4 Repeated failure to meet minimum performance standards may result in permanent Account suspension and removal from the Platform.

11.5 A-Shopper reserves the right to revise performance thresholds with reasonable notice to Vendors.

12.1 Service Providers must: be qualified and competent to deliver the services offered; provide accurate descriptions, pricing, timelines, and qualification details; maintain all professional licences and regulatory approvals; deliver services with reasonable skill, care, and diligence; and obtain and maintain adequate professional indemnity or liability insurance.

12.2 A-Shopper is a marketplace intermediary and is not liable for the quality, safety, timeliness, or outcome of any service delivered through the Platform.

13.1 Renters must treat all rented items with reasonable care and return them in the same condition, subject to fair wear and tear.

13.2 Owners listing items warrant that all items are safe, functional, and accurately described.

13.3 Rental fees, periods, deposits, and return conditions are as confirmed at the time of booking.

13.4 Renters are fully liable for any damage, loss, or theft beyond fair wear and tear. A-Shopper may facilitate cost recovery from deposited funds or through legal means.

13.5 Security deposits for high-value rentals will be held in escrow and released upon satisfactory return.

13.6 A-Shopper reserves the right to impose additional verification or insurance requirements for high-value rentals.

14.1 Bulk and wholesale Transactions are subject to these additional terms:

• a. Minimum order quantities, bulk pricing, and wholesale rates are subject to Vendor confirmation;
• b. Bulk Orders above thresholds set by A-Shopper may require additional KYC or escrow arrangements;
• c. Volume discounts must be confirmed in writing through the Platform's Order system;
• d. Bulk Order cancellations may attract cancellation fees per the Vendor's stated policy; and
• e. Returns on bulk Orders are governed by A-Shopper's Bulk Transaction Dispute Policy.

14.2 A-Shopper is not liable for loss arising from a Vendor's failure to honour bulk pricing commitments made outside the Platform.

15.1 Prohibited Items and Services

• Counterfeit, stolen, or unlawfully obtained goods;
• Weapons, ammunition, explosives, or dual-use items requiring special export licences;
• Hazardous, toxic, or radioactive materials without proper certification;
• Pirated software, unlicensed intellectual property, or fraudulent goods;
• Items prohibited under Nigerian law or the laws of the destination country; and
• Any product or service A-Shopper determines to be inappropriate, dangerous, or harmful.

15.2 Prohibited Conduct

• Creating false, misleading, or fraudulent Listings or Accounts;
• Manipulating or incentivising reviews, ratings, or feedback;
• Using the Platform for money laundering, fraud, or any financial crime;
• Circumventing A-Shopper's payment system to transact off-Platform;
• Harassing, threatening, or abusing other Users or A-Shopper staff;
• Uploading malware, viruses, or harmful code to the Platform;
• Scraping or extracting Platform data without written authorisation;
• Impersonating any person, business, or A-Shopper; and
• Using the Platform in any manner that violates applicable law.

16.1 A-Shopper maintains a reporting mechanism to enable Users to report violations, prohibited content, counterfeit goods, fraud, and misconduct on the Platform.

16.2 To report a violation, Users may:

• a. Use the "Report" button available on each Listing and User profile;
• b. Submit a report via email to report@ashopper.com; or
• c. Contact A-Shopper's Customer Support team at support@ashopper.com.

16.3 All reports must include: (a) a description of the alleged violation; (b) the URL or Listing ID of the relevant content; (c) the reporter's contact details; and (d) any supporting evidence available.

16.4 A-Shopper will acknowledge all reports within 2 business days and will investigate all credible reports within 10 business days of receipt.

16.5 A-Shopper will take action where a report is substantiated, which may include removing the offending Listing, suspending the reported Account, or referring the matter to relevant authorities.

16.6 A-Shopper will protect the identity of reporters where reasonably practicable. Submitting a false or malicious report is a breach of these Terms and may result in Account suspension.

16.7 By actively encouraging Users to report violations, A-Shopper does not assume a duty to identify all violations and is not liable for violations that are not reported to it.

17.1 Users are strictly prohibited from circumventing A-Shopper's Platform and payment systems to conduct Transactions directly off-Platform with other Users they have met through the Platform.

17.2 You must not: (a) request or provide payment details outside the Platform for completing a Transaction initiated on the Platform; (b) arrange delivery in exchange for payment made outside the Platform; (c) use the Platform solely to source contacts then transact off-Platform to avoid Commission; or (d) encourage any other User to transact outside the Platform.

17.3 This prohibition applies for twelve (12) months after first contact between two Users through the Platform.

17.4 Breach of this Clause may result in: immediate Account suspension or termination; forfeiture of escrow funds or Account balance; a charge equal to the Commission A-Shopper would have earned; and legal action for damages.

18.1 All Intellectual Property on the Platform, including the A-Shopper brand, logo, trademarks, software, algorithms, platform design, source code, and proprietary processes, is owned exclusively by A-Shopper Global Limited.

18.2 Users are granted a limited, non-exclusive, non-transferable, revocable licence to access and use the Platform solely for its intended purpose. No other rights are granted.

18.3 By uploading Content, you grant A-Shopper a worldwide, royalty-free, non-exclusive licence to use, reproduce, display, distribute, and adapt such Content for Platform operation and promotion.

18.4 You warrant that all Content you upload is original, does not infringe any third-party rights, and you have the right to grant the above licence.

18.5 IP Infringement Notice and Takedown

If you believe any Listing or Content infringes your intellectual property rights, submit a takedown notice to legal@ashopper.com including: your name, contact details, and proof of rights ownership; a description of the infringing content and its location; a good faith statement; and a declaration that the information is accurate. A-Shopper will investigate within 10 business days.

19.1 A-Shopper may offer Vendors the opportunity to purchase enhanced visibility or placement for their Listings through Promoted Listings. The following terms apply:

• a. Promoted Listings are clearly identified as such on the Platform with an appropriate label;
• b. A-Shopper does not endorse or guarantee the quality of any Promoted Listing by virtue of its promotion;
• c. Vendors purchasing Promoted Listings must ensure the promoted content complies with all applicable Listing standards under these Terms;
• d. Payment for Promoted Listings is non-refundable unless the promotion was unable to run due to A-Shopper's fault; and
• e. A-Shopper reserves the right to reject, remove, or discontinue any Promoted Listing that violates these Terms, without refund.

19.2 A-Shopper does not permit competitors to use Promoted Listings to advertise against specific named competitors on the Platform.

19.3 Pricing, formats, and availability of Promoted Listings are as published on the Platform and may be updated from time to time.

19.4 Where a Promoted Listing turns out to be fraudulent, counterfeit, or in breach of these Terms, the Vendor is solely liable. A-Shopper's liability is limited to a refund of the promotion fee paid for that specific Listing.

20.1 Nigerian Consumers

Under the FCCPA 2018, Nigerian consumers have the right to: accurate and non-misleading product information; return defective or incorrectly described goods; safe products meeting applicable Nigerian safety standards; fair and transparent pricing without hidden charges; and escalate unresolved complaints to the Federal Competition and Consumer Protection Commission (FCCPC).

20.2 International Consumers

Where the laws of a consumer's jurisdiction provide mandatory consumer rights, including the European Union's 14-day right of withdrawal, A-Shopper will use reasonable endeavours to honour such rights in respect of Transactions where A-Shopper is directly involved.

20.3 Returns and Refunds

Buyers may return goods that are materially different from the Listing description, defective or damaged upon delivery, or not fit for the purpose described. Returns must be reported within 48 hours of delivery for standard goods and within 7 days for equipment or bulk orders. Refund timelines are governed by A-Shopper's Refund Policy.

20.4 These provisions do not limit any additional statutory rights you may have under applicable local law.

21.1 All Transactions on the Platform must be processed through A-Shopper's secure payment infrastructure. By initiating a Transaction, you authorise A-Shopper to process payment on your behalf.

21.2 Platform Commission

A-Shopper charges a Commission on completed Transactions. Current rates are published on the Platform and may be updated with reasonable advance notice.

21.3 Additional Fees

A-Shopper may charge additional fees including listing fees, subscription fees, premium placement fees, and transaction processing fees. All applicable fees are published on the Platform before a User commits to any paid feature.

21.4 Pricing

All prices are in Nigerian Naira (NGN) unless otherwise stated. For international Transactions, currency conversion applies at prevailing exchange rates. Currency fluctuation risk is borne by the User.

21.4.1 Notwithstanding clause 21.4 above, transactions can still be made in designated international currency.

21.5 Payment Methods

A-Shopper accepts payment through approved methods displayed on the Platform. Third-party payment processor terms apply.

21.6 Split Payment

A-Shopper may allow for split payments by buyer where the first payment shall be made immediately when placing order and subsequently after vendor has confirmed order, before delivery takes place.

21.7 Escrow

For eligible Transactions, payment is held in escrow until the Buyer confirms satisfactory receipt. Funds not claimed within 90 days may be subject to dormancy procedures.

21.8 Automated Notification for Payment

A-Shopper shall send an automated notification of payment to buyer via email upon completion of transaction by buyer.

21.9 Chargeback Policy

If you initiate a chargeback without first following A-Shopper's Dispute Resolution process, A-Shopper may: suspend or terminate your Account; dispute the chargeback using Transaction evidence; and recover any reversed funds plus a chargeback administration fee.

21.10 Taxes

You are solely responsible for all applicable taxes including VAT, withholding tax, and import duties.

21.11 Fraud

A-Shopper reserves the right to freeze funds, reverse Transactions, or suspend Accounts where fraud is suspected, without prior notice.

22.1 Delivery is the primary responsibility of the Vendor except where A-Shopper provides integrated logistics services.

22.2 Delivery timelines are estimates only. A-Shopper is not liable for delays caused by third-party logistics providers, customs, force majeure, or Vendor delays.

22.3 Buyers must inspect deliveries upon receipt. Damage, shortage, or discrepancy must be reported within 48 hours of delivery.

22.4 For international shipments, Buyers are responsible for import duties, customs fees, and destination-country regulatory compliance.

22.5 Risk of loss passes to the Buyer upon delivery to the designated address, unless otherwise agreed in writing.

23.1 By using the Platform, you consent to A-Shopper collecting and processing your personal data in accordance with our Privacy Policy.

23.2 A-Shopper will not sell your personal data. Data may be shared with verified third-party providers solely for Platform operation.

23.3 Cookies

The Platform uses cookies and similar tracking technologies. By using the Platform, you consent to our use of cookies as described in the Cookie Policy. You may manage cookie preferences through your browser or Account settings.

23.4 Your Rights

You have the right to access, correct, delete, restrict, or port your personal data. Contact: privacy@ashopper.com.

23.5 International Users consent to the transfer of their data to Nigeria for processing in accordance with Nigerian data protection law.

24.1 A-Shopper's Security Commitments

A-Shopper is committed to maintaining reasonable and industry-appropriate security measures to protect the Platform and User data, including:

• a. Encryption of sensitive data, including payment information and personal data, in transit and at rest;
• b. Regular security assessments and penetration testing of the Platform;
• c. Access controls limiting internal access to User data to authorised personnel only;
• d. Incident response procedures to detect, contain, and remediate security breaches; and
• e. Prompt notification to affected Users in the event of a data breach affecting their personal data, in compliance with the NDPA 2023.

24.2 User Security Responsibilities

Users are responsible for:

• a. Keeping their Account credentials, passwords, and two-factor authentication codes secure and confidential;
• b. Using strong, unique passwords and enabling two-factor authentication where available;
• c. Ensuring their devices and browsers are updated and protected against malware; and
• d. Notifying A-Shopper immediately of any suspected unauthorised access to their Account.

24.3 A-Shopper will never ask for your password via email, phone, or any channel outside the Platform's secure login flow. If you receive such a request, treat it as fraudulent and report it immediately to support@ashopper.com.

24.4 Notwithstanding A-Shopper's security measures, no digital system is completely immune to security threats. A-Shopper does not guarantee absolute security and is not liable for losses arising from security incidents that could not have been reasonably prevented.

25.1 A-Shopper welcomes feedback, ideas, feature requests, and suggestions from Users to help improve the Platform.

25.2 By submitting any feedback, suggestion, idea, or recommendation to A-Shopper through any channel, including email, in-Platform forms, surveys, or direct communication, you hereby:

• a. Irrevocably assign to A-Shopper all rights, title, and interest in such feedback, including all intellectual property rights, at no cost to A-Shopper;
• b. Acknowledge that A-Shopper may use, implement, modify, or discard such feedback entirely at its own discretion without obligation to you; and
• c. Confirm that you are not submitting any feedback that contains confidential or proprietary information belonging to a third party.

25.3 A-Shopper is not obligated to acknowledge, respond to, compensate, or credit any User for submitted feedback, regardless of whether A-Shopper chooses to use it.

26.1 All Content must be honest, accurate, and based on genuine experience.

26.2 A-Shopper prohibits: false or defamatory reviews; incentivised reviews; content infringing third-party rights; and content that is obscene, offensive, or unlawful.

26.3 A-Shopper reserves the right to remove violating Content without notice or liability and does not endorse User-generated Content.

27.1 In the event of a Transaction dispute: (a) parties should first attempt direct resolution within 72 hours; (b) if unresolved, either party may escalate to A-Shopper's Dispute Resolution Centre; (c) A-Shopper will issue a determination within 10 business days; and (d) A-Shopper's escrow determination is final and binding within the escrow system.

27.2 A-Shopper is a neutral facilitator and is not liable for dispute outcomes between Users.

28.1 A-Shopper uses a third party API and is subject to the terms and conditions of the third party API WHICH MAY BE PUBLISHED BY A-Shopper (if needs be).

29.1 Beta features are provided on an as-is basis with no warranty. They may be unstable, incomplete, or discontinued at any time without notice.

29.2 A-Shopper's liability for any loss arising from Beta features is excluded to the maximum extent permitted by law.

29.3 Feedback on Beta features may be used by A-Shopper to improve the Platform without compensation to the User.

30.1 THE PLATFORM IS PROVIDED ON AN AS-IS AND AS-AVAILABLE BASIS WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED.

30.2 A-Shopper does not warrant that the Platform will be uninterrupted or error-free; that all Listings are accurate; that products or services will meet expectations; or that the Platform will always be accessible.

30.3 Tiered Liability Cap

A-Shopper's aggregate liability to any User shall not exceed the amounts set out below:

30.4 A-Shopper shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including loss of profit, data, or business, arising from use of the Platform.

30.5 Nothing in these Terms limits A-Shopper's liability for death or personal injury caused by its negligence, or for fraud or fraudulent misrepresentation.

31.1 You agree to indemnify and hold harmless A-Shopper Global Limited, its directors, officers, employees, and partners from all claims, losses, liabilities, damages, costs, and expenses arising from: (a) your use of the Platform; (b) your breach of these Terms; (c) your Content; (d) your violation of any applicable law or third-party rights; or (e) any Transaction you enter into through the Platform.

32.1 A-Shopper aims for continuous Platform availability but does not guarantee uninterrupted access. The Platform may be temporarily unavailable due to maintenance, upgrades, or circumstances beyond A-Shopper's control.

32.2 A-Shopper will provide reasonable advance notice of planned maintenance. A-Shopper is not liable for loss resulting from downtime or technical failure.

33.1 The Platform may integrate or link to third-party services. A-Shopper does not control these services and is not responsible for their content, availability, or practices.

33.2 Your use of third-party services is subject to those third parties' own terms and privacy policies.

34.1 A-Shopper may suspend or terminate any Account, with or without notice, for: breach of these Terms; fraudulent or illegal activity; inaccurate Account information; persistent unresolved disputes; inactivity exceeding 12 months; or any reason necessary to protect Platform integrity.

34.2 Upon termination, pending Orders must be fulfilled or cancelled per A-Shopper's policies. Escrow funds are disbursed per the Escrow Policy.

34.3 You may close your Account at any time by contacting support@ashopper.com. Closure does not extinguish outstanding obligations.

35.1 An Account is considered dormant if there has been no login, Transaction, or Platform activity for a continuous period of twelve (12) months.

35.2 A-Shopper will notify the Account holder by email at least 30 days before taking any action on a dormant Account.

35.3 Following the notice period, A-Shopper may:

• a. Suspend or deactivate the dormant Account;
• b. Remove or delist any active Listings associated with the dormant Account;
• c. Transfer any unclaimed escrow funds to A-Shopper's dormant funds reserve, in compliance with applicable Nigerian law; and
• d. Retain or delete Account data in accordance with A-Shopper's data retention policy and the NDPA 2023.

35.4 Users may reactivate a dormant Account by contacting support@ashopper.com, subject to re-verification of identity and KYC documents where required.

35.5 A-Shopper is not liable for any loss arising from the deactivation of a dormant Account where proper notice was given.

36.1 Users must not, without A-Shopper's prior written consent:

• a. Issue any press release, public statement, or media communication that references A-Shopper, the Platform, or any commercial relationship with A-Shopper;
• b. Use A-Shopper's name, logo, trademarks, or branding in any advertising, marketing material, or promotional content;
• c. Imply or suggest that A-Shopper endorses, recommends, or is affiliated with the User's business, products, or services; or
• d. Reference their presence on the A-Shopper Platform in any way that could mislead the public about the nature of the relationship between the User and A-Shopper.

36.2 Notwithstanding Clause 36.1, Vendors may state that their products are "available on A-Shopper" or "listed on www.a-shopper.com" in a factual and accurate manner, without implying any endorsement.

36.3 Breach of this Clause may result in Account suspension and legal action to protect A-Shopper's brand and reputation.

37.1 A-Shopper is committed to making the Platform accessible to as wide a range of Users as possible, including Users with disabilities.

37.2 A-Shopper works towards compliance with applicable accessibility standards, including the Web Content Accessibility Guidelines (WCAG), to the extent reasonably practicable.

37.3 If you experience accessibility barriers while using the Platform or require the Terms and Conditions or any other document in an alternative format, please contact A-Shopper at support@ashopper.com and we will use reasonable efforts to accommodate your request.

38.1 You may not assign, transfer, or sub-licence your Account or any rights under these Terms without A-Shopper's prior written consent.

38.2 A-Shopper may freely assign these Terms, in whole or in part, to any affiliate, successor entity, or business acquirer without your consent, subject to written notice. Your rights under these Terms will be preserved on assignment.

39.1 A-Shopper shall not be liable for any failure or delay caused by events beyond its reasonable control, including acts of God, natural disasters, war, civil unrest, government action, cyber-attacks, power outages, or telecommunications failures.

39.2 A-Shopper will notify Users as soon as practicable and use reasonable efforts to resume normal operations.

40.1 A-Shopper reserves the right to modify these Terms at any time. Updated Terms will be posted on the Platform with a revised Last Updated date and version number.

40.2 For material changes, A-Shopper will notify registered Users by email or in-Platform notification at least 14 days before changes take effect.

40.3 Continued use of the Platform after the effective date of changes constitutes acceptance of the updated Terms.

40.4 A-Shopper may modify, suspend, or discontinue any Platform feature at any time without liability.

41.1 Any formal legal notice from A-Shopper to a User will be sent to the email address registered on the User's Account or published on the Platform. Notice is deemed received: (a) immediately upon sending if sent by email during normal business hours; (b) on the next business day if sent after business hours; or (c) upon posting on the Platform for general notices applicable to all Users.

41.2 Any formal legal notice from a User to A-Shopper must be sent in writing to legal@ashopper.com or by registered post to A-Shopper Global Limited's registered office in Nigeria.

41.3 Notices sent by registered post are deemed received five (5) business days after posting within Nigeria and ten (10) business days after posting for international correspondence.

41.4 It is the User's responsibility to maintain an accurate and active email address on their Account. A-Shopper is not liable for any loss arising from a User's failure to receive notice due to an outdated or inactive email address.

42.1 These Terms are governed by and construed in accordance with the laws of the Federal Republic of Nigeria, including the Federal Competition and Consumer Protection Act 2018, the NDPA 2023, the Cybercrimes Act 2015, the Money Laundering (Prevention and Prohibition) Act 2022, and all other applicable Nigerian legislation.

42.2 These Terms shall be enforced to the extent permitted by applicable local law. Mandatory consumer rights under applicable local law are not excluded.

42.3 The Parties submit to the non-exclusive jurisdiction of Nigerian courts for any matter not referred to arbitration.

42.4 Governing Language

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

43.1 Negotiation: Any dispute between you and A-Shopper shall be referred first to good-faith negotiation through A-Shopper's support channels within 14 days of written notice.

43.2 Mediation: If unresolved, the dispute shall be referred to mediation in Lagos, Nigeria, before a mutually agreed mediator within 30 days.

43.3 Arbitration: If mediation fails, the dispute shall be resolved by binding arbitration under the Arbitration and Mediation Act 2023, with the seat of arbitration in Lagos, conducted in English, before a sole arbitrator. Failing agreement on appointment, the Chartered Institute of Arbitrators (Nigeria Branch) shall appoint.

43.4 Class Action Waiver: All claims shall be brought individually and not as part of any class or representative action, to the extent permitted by law.

43.5 A-Shopper may seek emergency injunctive or equitable relief from any court at any time without first pursuing the above steps.

44.1 The following Clauses shall survive the termination, expiry, or cancellation of these Terms or a User's Account and shall continue to bind the relevant parties indefinitely or for the periods specified:

• a. Clause 15 (Intellectual Property Rights): survives indefinitely;
• b. Clause 17 (Non-Circumvention): survives for twelve (12) months from Cessation;
• c. Clause 23 (Data Privacy): survives for the duration of A-Shopper's data retention obligations under the NDPA 2023;
• d. Clause 25 (User Feedback and Suggestions): survives indefinitely;
• e. Clause 30 (Limitation of Liability): survives indefinitely;
• f. Clause 31 (User Indemnity): survives indefinitely;
• g. Clause 36 (No Press Release and Endorsement Restriction): survives for two (2) years from Cessation;
• h. Clause 41 (Notices): survives for the duration of any ongoing dispute;
• i. Clause 42 (Governing Law): survives indefinitely;
• j. Clause 43 (Dispute Resolution): survives indefinitely; and
• k. Clause 45 (Severability) and Clause 46 (Waiver): survive indefinitely.

44.2 Termination of these Terms or a User's Account does not affect any rights, obligations, liabilities, or Transactions that arose before the date of termination.

If any provision is held invalid or unenforceable, it shall be modified to the minimum extent necessary to render it valid. All remaining provisions continue in full force and effect.

No failure or delay by A-Shopper in enforcing any right shall constitute a waiver. No single exercise of any right shall preclude further exercise of that or any other right.

These Terms, together with all documents incorporated by reference under Clause 4, constitute the entire agreement between you and A-Shopper Global Limited regarding your use of the Platform and supersede all prior understandings and arrangements.