Merchant Terms of Use

1. Account Terms

1.1 To access the Services, you must register for a Vendcite account ("Account"). Registration requires your full legal name, business address, phone number, a valid email address, and any other information we mark as required (collectively, "User Information"). Vendcite may approve or reject Account applications, or cancel an existing Account, at our sole discretion.

1.2 You represent and warrant that all User Information you provide is truthful, accurate, current, and complete. You agree not to misrepresent your identity or business details and to update your Account promptly when information changes.

1.3 You authorize Vendcite, directly or through third parties, to obtain, verify, and record information that helps us confirm your identity and User Information. By using the Services and providing User Information, you authorize us to obtain relevant information from institutions, authorities, databases, and other third-party sources as reasonably necessary to provide the Services.

1.4 For purposes of the authorization in clause 1.3, you grant Vendcite and our verification partners a limited power of attorney to access third-party systems, retrieve information, and use your User Information solely to verify identity and provide the Services. You acknowledge that when we access third-party sources, we act as your agent and not on behalf of the third party.

1.5 You must be at least 18 years old, or the age of majority in the jurisdiction where you reside and use the Services, whichever is greater.

1.6 You confirm that you use Vendcite for business purposes and not for personal, household, or family use.

1.7 Vendcite will use the email address associated with your Account as the primary method of communication ("Primary Email Address"). You must monitor that address and ensure it can send and receive messages. Communications from your Primary Email Address may be treated as authenticated.

1.8 You are responsible for safeguarding your password and all activity on your Account. Vendcite is not liable for losses arising from failure to keep credentials secure. Your Account is for your use only and must not be transferred to another person. If you authorize a third party to manage your Account, you do so at your own risk.

1.9 Technical support for the Services is provided only to registered Vendcite Users.

1.10 You may not reproduce, duplicate, copy, sell, resell, or exploit any part of the Services without Vendcite's prior written consent.

1.11 You may not bypass technical limitations of the Services, process orders outside Vendcite Checkout where Checkout is required, enable disabled features through unauthorized tools, or reverse engineer the Services.

1.12 You may not access the Services or extract information from them using automated means such as bots, spiders, or scrapers without our written permission.

1.13 Your Materials may be transmitted over networks and adapted to technical requirements of connected systems. "Materials" means your trademarks, product listings, descriptions, prices, media, written content, code, and other data you provide to Vendcite in connection with the Services.

1.14 If you purchase a domain through Vendcite, domain renewal may be preset to automatic renewal while your Account remains active. You are responsible for disabling auto-renewal if you no longer want the domain renewed.

1.15 We may suspend or cancel your Account or edit Account details at our discretion. If we cancel paid Services you have not received and you have not breached this Agreement, we will refund amounts paid for the cancelled Services.

2. Account Activation

3. Vendcite Rights

3.1 Not all features are available in every jurisdiction or on every plan. Except where prohibited by law or these Terms, we may modify the Services at any time.

3.2 Vendcite does not pre-screen all Materials. We may refuse or remove Materials that violate our Acceptable Use Policy, General Terms of Use, or these Terms.

3.3 Abuse or threats directed at Vendcite personnel may result in immediate Account termination.

3.4 We may serve your competitors and do not guarantee exclusivity. Vendcite employees and contractors may also use the platform as merchants, provided they do not use your Confidential Information.

3.5 In an Account ownership dispute, we may request documentation such as business registration, government-issued ID, payment verification, or employment confirmation.

3.6 We may determine rightful Account ownership and transfer an Account to the appropriate Store Owner. If ownership cannot be reasonably determined, we may suspend the Account until the dispute is resolved.

3.7 The rights in this section are not exhaustive of Vendcite's rights under this Agreement.

4. Your Responsibilities

4.1 You must provide public-facing contact information, a clear refund policy, and realistic order fulfillment timelines on your Store.

4.2 The Services are not a marketplace. Sales made through your Store are contracts between you and your customer. You are the seller of record and are responsible for your Store, Materials, products, services, pricing, refunds, fulfillment, customer service, fraud prevention, legal disclosures, regulatory compliance, and compliance with consumer protection laws. Vendcite is not the seller of record and is not responsible for items you sell.

4.3 You are solely responsible for the accuracy, legality, and completeness of products and services you offer, including descriptions, prices, taxes you calculate, and promotional content.

4.4 You may not use the Services for unlawful purposes. You must comply with laws in your jurisdiction, your customers' jurisdictions, and applicable Nigerian law where relevant, including obtaining any licenses required to operate your business.

4.5 You agree to use Vendcite Checkout for sales associated with your online Store unless we expressly permit an alternative in writing. "Vendcite Checkout" means the checkout experience through which customers provide shipping and payment details before placing an order, including checkout flows delivered through the Vendcite API.

4.6 The responsibilities in this section are not exhaustive.

5. Payment of Fees and Taxes

5.1 You will pay subscription fees for your plan ("Subscription Fees"), transaction fees based on orders processed through your Store ("Transaction Fees"), and any other applicable charges for add-ons such as domains, themes, shipping tools, or third-party integrations ("Additional Fees"). Together, these are the "Fees".

5.2 You must keep a valid payment method on file. Vendcite may charge Fees to your authorized payment method until Services are terminated and all outstanding Fees are paid.

5.3 Subscription Fees are billed in advance on recurring billing dates. Transaction Fees and Additional Fees may be charged as incurred. Invoices are sent to your Primary Email Address and appear in your dashboard. You have approximately two weeks to raise billing issues for Subscription Fees.

5.4 If payment fails, we may retry your authorized payment method. If payment remains unsuccessful within 7 days, we may suspend access to your Account and Store. Access may be restored after outstanding Fees are paid. If unpaid Fees remain 20 days after suspension, we may terminate your Account.

5.5 All Fees are exclusive of applicable taxes, duties, levies, or similar governmental charges ("Taxes").

5.6 You are responsible for Taxes arising from your use of Vendcite. Where we collect Taxes, they are calculated using the billing address you provide. If you are tax-exempt, you must provide valid exemption documentation before exemption applies.

5.7 Amounts payable to Vendcite must be paid in full without deduction or withholding, except for Taxes charged and remitted by Vendcite where applicable. Any required withholding is your responsibility.

5.8 You are responsible for determining, collecting, reporting, and remitting taxes arising from sales made through your Store. Each sale is between you and your customer.

5.9 You must keep your business location accurate in your dashboard and update it promptly if your jurisdiction changes.

5.10 We may introduce new Services or change Fees for existing Services. You are responsible for complying with applicable laws when making payments to us.

5A. Chargebacks and Disputes

5A.1 A chargeback occurs when a customer disputes a card or wallet payment with their bank or card network, which may reverse funds previously paid to you. Chargebacks may arise from unauthorized use, non-delivery, product issues, or customer dissatisfaction and are governed by card network and bank rules.

5A.2 You are solely responsible for chargebacks, reversals, refunds, and similar payment disputes relating to transactions on your Account.

5A.3 When we receive chargeback notice, we will notify you where permitted and may help you submit supporting evidence through our payment partners. Final outcomes are determined by the relevant bank or card network.

5A.4 If a chargeback occurs, the disputed amount may be debited from your settlement balance or future payouts. If your balance is insufficient, you authorize Vendcite to recover the amount from future settlements or invoice you directly. Lost chargebacks may also result in non-refundable processing and dispute fees charged by payment partners.

5A.5 You agree to indemnify Vendcite and its affiliates against claims, losses, penalties, and expenses arising from chargebacks, reversals, refunds, or payment disputes connected to your Store.

5B. Vendcite-Initiated Refunds and Payment Reversals

5B.1 Vendcite may, at its discretion and where permitted, issue customer refunds or reverse payments in cases involving customer disputes, suspected fraud, failed identity verification, legal or regulatory requirements, card network rules, or your breach of these Terms or our Acceptable Use Policy.

5B.2 Where Vendcite issues a refund, we may retain applicable processing or service fees before returning remaining funds to the customer.

5B.3 Vendcite is not liable for losses resulting from refunds, reversals, or related fee deductions carried out under this section.

6. Confidentiality

6.1 "Confidential Information" includes non-public business, technical, customer, financial, product, security, and operational information belonging to a party, including information about Vendcite's security practices.

6.2 Confidential Information does not include information that is public, already known to the receiving party, independently developed without use of the other party's confidential information, or lawfully obtained from another source without breach of these Terms.

6.3 Each party may use the other party's Confidential Information only as needed to perform obligations under these Terms.

6.4 Each party must protect Confidential Information using reasonable safeguards and may disclose it only to employees, agents, or subcontractors who need access and are bound by confidentiality obligations, or when required by law after giving notice where legally permitted.

7. Electronic Signatures and Communications

7.1 Where permitted by law, you consent to electronic signatures and to receiving records, notices, statements, and other communications electronically rather than on paper.

7.2 If you withdraw consent to electronic communications, we may close your Account and you may no longer be able to use the Services, subject to these Terms.

7.3 You must keep your Primary Email Address and contact details current in your Account profile.

7.4 We may communicate in paper form or change how electronic communications are provided, with notice where required by law.

8. Your Materials

8.1 "Materials" includes content you submit for storage, publication, or transmission through the Services, including product data, media, reviews, feedback, and communications.

8.2 Materials must be accurate, lawful, and respectful. They must not be offensive, deceptive, harassing, discriminatory, spam, or otherwise harmful.

8.3 Materials must not infringe intellectual property, privacy, contractual, or other legal rights in any jurisdiction.

8.4 You must not link to sites whose content would breach these Terms if hosted on Vendcite, and you must not submit fake or misleading reviews.

8.5 We may review and remove Materials at our discretion. Please report unlawful content or Terms violations to admin@vendcite.com.

8.6 You retain responsibility for Materials and agree to indemnify Vendcite against claims arising from them. We may assume defense of disputes related to Materials and you will cooperate with us.

9. Our Rights to Use Materials

9.1 You retain ownership of Materials you provide, but you grant Vendcite a license to use them as described below.

9.2 You grant Vendcite a worldwide, non-exclusive, transferable, sublicensable, royalty-free license to use, reproduce, store, adapt, publish, translate, and distribute Materials as needed to operate, improve, and promote the Services. You represent that you have the rights needed to grant this license.

9.3 Deleting your Store or Account does not automatically end licenses needed for obligations that arose during your use of the Services.

9.4 We may review and remove Materials at any time but are not obligated to monitor all content.

9.5 You grant Vendcite a license to use your store name, trademarks, and logos as needed to operate and promote the Services. This license survives termination only to the extent required to fulfill obligations that arose during the Term.

10. Services

10.1 Unless stated otherwise, the Services are intended for merchants operating in supported markets, including Nigeria. If you access the Services from other locations, you do so on your own initiative and are responsible for local law compliance.

10.2 We aim for accuracy but do not warrant that descriptions of products, plans, or Service features are complete, current, or error-free.

10.3 If pricing or Service information contains an obvious error, we may correct it or cancel affected orders and refund amounts collected within a reasonable period.

11. Payments

11.1 You may choose from payment methods made available on the Services, which may include bank transfer, card payments, and integrations with processors such as Paystack or Flutterwave. Each payment method and card network has its own rules, which you must follow.

11.2 Vendcite is not responsible for losses arising from unauthorized transactions, bank limits, payment declines, or other issues outside our reasonable control when you use third-party payment methods.

11.3 Settlement timing depends on your payment setup. Payments processed through your connected Paystack or Flutterwave account generally settle according to that provider's schedule. Where Vendcite processes payments on your behalf through the platform gateway, settlements are made to your designated payout account according to the schedule shown in your dashboard.

11.4 Payments are non-refundable except where expressly stated in these Terms or required by law.

12. Settlements and Payouts

12.0 This section governs settlement and payout features made available through the Vendcite platform. Where you connect your own payment processor, that processor's terms also apply. Where Vendcite facilitates collection and settlement on your behalf, these terms apply together with your Merchant Terms and General Terms of Use.

13. Refunds

If we fail to deliver Services for which we are solely responsible, we may offer refunds of our Fees at our discretion through store credits, wallet refunds, vouchers, bank transfers, or other methods we approve. Bank charges may be deducted from refunds. If you cancel an order for third-party services already procured on your behalf, a refund may not be available.

14. Intellectual Property

14.1 Vendcite and its licensors own all rights in the platform, website, software, and branded materials except for Materials you provide. Third-party trademarks on the platform belong to their respective owners.

14.2 You may not use Vendcite trademarks, logos, or confusingly similar marks without written permission.

14.3 You may not register or use domain names, ads, social handles, or keywords that incorporate Vendcite marks or confusingly similar terms.

14.4 These Terms do not grant you any rights to implement Vendcite patents except as expressly stated.

15. Additional Services

16. Know Your Customer

You are responsible for verifying customer identities where required, confirming they are authorized to transact with you, and maintaining proof of delivery or service completion. Vendcite may request these records for compliance, dispute resolution, or risk management.

17. Disclaimers and Limitation of Liability

17.1 The limitations in this section apply to all liabilities arising under these Terms, including contract, tort, negligence, and statutory claims, except where expressly stated otherwise.

17.2 THE SERVICES AND WEBSITE ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES EXCEPT AS EXPRESSLY STATED IN WRITING. WE DO NOT WARRANT UNINTERRUPTED AVAILABILITY OR THAT INFORMATION ON THE PLATFORM IS COMPLETE OR NON-MISLEADING.

17.3 We do not warrant that the platform is free from viruses or harmful components. Nothing on the Services constitutes professional, legal, tax, or financial advice.

17.4 Vendcite does not warrant that Service results will be accurate or reliable in every case.

17.5 You are responsible for your own tax obligations arising from use of the Services.

17.6 We do not warrant that products, services, or information obtained through the platform will meet your expectations or that errors will be corrected immediately.

17.7 We are not liable for interruptions, events beyond our reasonable control, business losses, loss of profits or goodwill, data loss, or indirect or consequential damages.

17.8 You agree not to bring claims personally against our officers or employees. We are not responsible for third-party websites linked from the platform.

17.9 TO THE FULLEST EXTENT PERMITTED BY LAW, VENDCITE'S TOTAL LIABILITY ARISING UNDER THESE TERMS WILL NOT EXCEED THE FEES YOU PAID FOR THE RELEVANT SERVICE IN THE PRECEDING PERIOD, OR TEN THOUSAND NAIRA (NGN 10,000) IF NO FEES WERE PAID.

17.10 Some jurisdictions do not allow certain warranty exclusions or liability limits. In those cases, our liability is limited to the minimum permitted by applicable law.

18. Representations and Warranties

You represent and warrant that you and your business have authority to enter into these Terms, are duly organized and authorized under applicable law, and are permitted to operate in the jurisdictions where you do business.

19. Indemnification

19.1 You will indemnify Vendcite against losses, damages, costs, and expenses (including legal fees) arising from your breach of these Terms or incorporated policies, violation of law or third-party rights, transactions with your customers, or tax liabilities connected to your sales through the Services.

19.2 You are responsible for breaches by your affiliates, agents, and subcontractors as if they were your own.

20. Breach of the Terms

20.1 If you breach or we reasonably suspect you have breached these Terms, we may take action including contacting affected customers, banks, card networks, regulators, or other impacted parties.

20.2 If your access is suspended or blocked, you must not circumvent the restriction by creating or using another Account.

21. Feedback and Reviews

Feedback, suggestions, and reviews submitted to Vendcite are non-confidential and may be used without compensation. You waive rights in Feedback to the extent permitted by law. Reviews must be accurate and lawful. We may remove Feedback that violates these Terms.

22. Term and Termination

22.1 These Terms begin when you complete registration and continue until terminated by you or Vendcite (the "Term").

22.2 You may cancel your Account by contacting Vendcite Support and following the instructions we provide.

22.3 We may suspend or terminate your Account at any time, including for suspected fraud. Termination does not affect rights and obligations that arose before termination.

22.4 We may modify or discontinue any part of the Services without liability for the change itself.

22.5 Upon termination, we stop providing the Services, you lose Account access, outstanding Fees become immediately due unless stated otherwise, refunds are not guaranteed, and your Store may be taken offline.

22.6 Sections relating to account terms, fees, confidentiality, materials, intellectual property, third-party services, disclaimers, indemnification, breach, feedback, termination, and miscellaneous provisions survive termination where needed.

22.7 If you purchased a domain through Vendcite, you are responsible for managing renewal and transfer with the domain provider after termination.

23. Miscellaneous