Terms of Service

Shopta is a two-sided digital marketplace that connects independent vendors with buyers across Lagos State, Nigeria. We provide the infrastructure for
listings, payments, escrow, delivery coordination, and identity verification. We do not own, manufacture, warehouse, or take title to any product listed or sold
on the platform, all transactions are between vendors and buyers directly, with Shopta acting as the trusted intermediary.
Last updated: June 2026

1.Acceptance of Terms

This Terms of Service Agreement ("Agreement") is a legally binding contract between you ("User," "Vendor,"
or "Buyer") and Shopta ("we," "us," or "the platform"). By creating an account, completing verification, listing
a product, placing an order, or making or receiving a payment through Shopta, you confirm that you have
read, understood, and agreed to be bound by this Agreement in its entirety.

If you are using the platform on behalf of a business, you represent that you have the authority to bind that
business to this Agreement.

2.Definitions

For this Agreement, the following terms have the meanings set out below:

Vendor means any verified individual who has completed the Shopta onboarding process and operates a
stall on the platform for the purpose of selling physical goods to buyers.

Buyer means any verified individual who uses the platform to discover, negotiate, and purchase physical
goods from vendors.

Stall means a vendor's dedicated storefront on the Shopta platform, containing their listed inventory,
profile, ratings, and transaction history.

Listing means an individual product posted by a vendor on their stall, including photos, description, price,
category, and fragility class.

Escrow means the temporary holding of a buyer's payment by Shopta following a confirmed order, pending
delivery confirmation, before release to the vendor.

Delivery OTP means the unique six-digit one-time passcode sent to a buyer at the time of dispatch, which
must be entered by the buyer on physical receipt of their item to confirm delivery and trigger escrow
release.

Local (Informal) Logistics means delivery fulfilled by a vendor's own trusted rider, okada, keke, or local
courier network.

Formal Logistics means delivery fulfilled by a Shopta-approved third-party logistics provider, requiring
receipt upload by the vendor.

Shopta Wallet means the in-app digital wallet available to all verified users for receiving payouts, funding
orders, and processing bill payments.

3.Eligibility & Account Registration

To use Shopta, you must be at least eighteen (18) years of age, a resident of or operating within Lagos
State, Nigeria, and capable of entering into a legally binding agreement under Nigerian law.

You agree to provide accurate, complete, and current information during registration. You are solely
responsible for maintaining the confidentiality of your account credentials and for all activity that occurs
under your account. Shopta reserves the right to suspend or permanently terminate any account found to
have been created with false information.

You may hold one account per role on the platform. A vendor can sell and also act as a buyer, while a buyer
can only be a buyer and cannot switch to a Vendor role. Neither the vendor nor the buyer may operate two
simultaneous accounts or two simultaneous buyer accounts.

4.Identity Verification (KYC)

All vendors are required to complete identity verification before transacting on the platform. Verification is a
mandatory, non-waivable condition of use. Buyers are not required to complete identity verification before
transacting on the platform.

Vendors must provide:
  • Bank Verification Number (BVN), verified via a licensed identity API
  • A valid government-issued photo ID (National Identification Number card, International Passport, or Driver's Licence)
  • A real-time liveness selfie, matched against the submitted ID
  • A linked Nigerian bank account for payout purposes
Buyers must provide:
  • A verified Nigerian phone number
  • BVN for creation of wallet

Shopta reserves the right to request additional verification documents at any time, including but not limited
to proof of address or supplementary identity documentation. Failure to provide requested documentation
within a reasonable period will result in account suspension.

Vendors may not withdraw funds until KYC is fully completed and approved.

5.Vendor Terms

5.1 Stall and Listings

Vendors are solely responsible for the accuracy, completeness, and legality of all content on their stall,
including product photos, descriptions, prices, stock quantities, and category selections. Shopta does not
verify the accuracy of individual listings and bears no liability for misrepresented items.

All product photos must be original or legitimately licensed. Vendors may not use photos scraped from
other vendors, brands, or social media accounts without permission.

Prices must genuinely reflect the item. Price manipulation, artificial inflation, fake discounting, and coded
pricing structures are prohibited and will result in immediate stall suspension.

Vendors may offer items for negotiation or at a fixed price. The platform supports a maximum of one (1)
negotiation round per transaction. If no agreement is reached, the original listed price applies.

5.2 Dispatch Obligations

A confirmed, paid order is a binding commitment to dispatch. Vendors must dispatch paid orders within
twenty-four (24) hours of payment confirmation. Failure to dispatch without a documented, valid reason
constitutes a breach of these Terms and will result in an automatic refund to the buyer and a formal warning
on the vendor's account.

Five (5) unexcused dispatch failures within any sixty (60) day period will result in stall suspension.

5.3 Logistics Selection and Compliance

If a buyer selects a specific logistics method — Local or Formal — at checkout, the vendor must honour that
selection. Vendors may not substitute a cheaper or more convenient method after the buyer has paid.

For formal logistics, the vendor must upload a valid booking receipt from the approved provider before they
can proceed with dispatch. Receipts must show the provider name, booking date, pickup address, delivery
address, and total cost. Failure to upload will result in the logistics reimbursement being withheld and the
order being escalated to the Shopta operations team.

Shopta will reimburse formal logistics costs made by vendors immediately after orders are marked
delivered. Any cost exceeding the applicable cap is the vendor's responsibility.

5.4 Commission and Payouts

Shopta charges a commission of three percent (3%) on the item value of every completed transaction.
Commission is automatically deducted at the time of escrow release. Delivery fee reimbursements are
processed separately and are not subject to commission.

Vendors may withdraw available wallet balances to their linked bank account at any time. Withdrawals
attract a small fee from the withdrawal amount. Withdrawals are processed within one (1) to two (2) hours.
Vendor wallets may hold both available and escrowed funds simultaneously. Escrowed funds are not
available for withdrawal until released following confirmed delivery.

Buyers may not withdraw funds from a Shopta wallet under any circumstances. Buyer wallet balances may
only be used for purchases or bill payments within the platform.

5.5 Prohibited Conduct for Vendors

Vendors may not:

  • List or sell any item in a prohibited category (see Section 9)
  • Direct buyers to transact outside the Shopta platform
  • Use coded pricing, descriptions, or communication to facilitate the sale of illegal goods
  • Create multiple vendor accounts
  • Manipulate the ratings and review system
  • Misrepresent item condition, authenticity, dimensions, or origin
  • Upload fabricated, edited, or borrowed product photos as their own

6.Buyer Terms

6.1 Purchasing

Buyers are solely responsible for reviewing all product photos, descriptions, vendor ratings, and delivery
terms before completing a purchase. By placing and paying for an order, the buyer confirms they have
reviewed and accepted the item as listed.

Shopta does not guarantee that any item will match the buyer's personal expectations, preferences, or
unstated requirements beyond what is explicitly described and photographed in the listing. It is the buyer's
responsibility to ask questions and check product reviews, photos, or videos from the vendor before
payment where uncertainty exists.

6.2 Delivery OTP Confirmation

A six-digit Delivery OTP will be sent to the buyer's registered phone number and email address at the time
of dispatch. This OTP is the buyer's sole mechanism for confirming receipt of their order.

The buyer must only enter their Delivery OTP when the item is physically in their possession and has been
inspected. Entering the OTP without receiving the item, or before inspecting it, constitutes confirmation of
satisfactory delivery and permanently waives all dispute rights for that order. Under no circumstances
should a buyer share their Delivery OTP with any person — including the vendor or rider — before the item
is in their hands and they are satisfied with its condition.

6.3 Delivery Address Responsibility

Buyers are fully responsible for providing a complete, accurate, and accessible delivery address at
checkout. Failed deliveries resulting from an incorrect, incomplete, or inaccessible address provided by the
buyer are not eligible for refund. The vendor and logistics provider bear no liability for failed delivery to an
address error on the buyer's side.

6.4 Off-Platform Transactions

All payments must be made exclusively through the Shopta escrow system. If a vendor requests payment
via bank transfer, WhatsApp, or any channel outside the platform, the buyer must refuse, report the vendor
immediately using the in-platform reporting feature, and not proceed with the transaction.

Any transaction completed outside the Shopta platform is entirely at the buyer's own risk. Shopta provides
no protection, dispute resolution, or recourse for off-platform payments.

6.5 No Goods-in-Transit Insurance or Coverage

Shopta is not an insurance provider and does not offer goods-in-transit (GIT) insurance or any form of
coverage for items lost, stolen, damaged, or destroyed during delivery.

Once an item has been handed over to a rider, whether through informal dispatch or a formal logistics
provider, Shopta bears no liability whatsoever for the condition, safety, or arrival of that item. The
movement of goods between vendor and buyer is entirely outside Shopta's control and is not covered by
the platform in any capacity.

Vendors dispatch at their own risk. Buyers receive at the point of OTP confirmation. Any claim relating to
loss or damage in transit must be taken up directly between the
vendor and the rider, or between the vendor and the logistics provider used. Shopta will not mediate, compensate, or be held liable for any such
claim.

If a vendor wishes to protect high-value shipments, they are solely responsible for arranging their own
insurance independently of the Shopta platform before dispatch.

7.Payment and Escrow

7.1 How Escrow Works

All payments on Shopta are processed through an escrow system and a CBN-licensed payment provider.
When a buyer places and pays for an order, the full amount, including the delivery fee, is held in escrow and
is not accessible to the vendor until the buyer confirms delivery via their OTP.

Escrow protects both parties. The buyer's funds are held securely and cannot be touched by the vendor
until delivery is confirmed. The vendor is guaranteed payment as soon as delivery confirmation is received.

7.2 Payment Methods

Shopta accepts payment via:

  • Bank transfer (via Moniepoint virtual account)
  • Shopta Wallet balance

A wallet funding fee applies when a buyer adds funds to their Shopta wallet.

7.3 Delivery Fee

The delivery fee is calculated automatically at checkout based on the vendor's LGA, the buyer's delivery
LGA, the road distance between them, and the fragility class of the item being purchased. The fee is
displayed to the buyer before payment is confirmed. For formal logistics, the fee displayed is an estimate
and may vary slightly from the provider's actual charge. This will be disclosed clearly at the point of display.

The delivery fee is held in escrow alongside the item payment and is released to the vendor following
delivery confirmation.

8.No Returns, No Refunds

All sales on Shopta are final.

Shopta does not support returns or refunds for any of the following reasons:

  • Change of mind
  • The item no longer being needed
  • Finding the same item at a lower price elsewhere
  • Personal preference or taste
  • Size or fit issues where size information was provided in the listing
  • Delay in delivery, where delivery was ultimately completed

Buyers are strongly advised to review all listing information, photos, and vendor ratings carefully before
paying. The platform provides all the tools necessary to make an informed purchase decision before
committing.

8.1 The Only Exception — Legitimate Dispute

A dispute may be raised only under the following two conditions:

  1. The item received is materially and demonstrably different from what was listed — for example, a
    completely different product, a different colour not described in the listing, or a clearly counterfeit item.
  2. The item arrived physically damaged in a manner directly attributable to the vendor's failure to package
    it adequately.

In this situation, the buyer can report the vendor or rate the vendor with video or photo evidence.

8.2 Abuse of Disputes

Filing a dispute without genuine grounds, providing fabricated evidence, or repeatedly raising disputes
across multiple orders will result in permanent account termination. Shopta reserves the right to pursue
legal remedies against users who attempt to defraud vendors through the dispute system.

9.Prohibited Items and Uses

The following items may not be listed, sold, or transacted on Shopta under any circumstances:

  • Illegal drugs, narcotics, controlled substances, or any item used as a cover or code for the same
  • Firearms, ammunition, explosives, or any weapon of any kind
  • Alcohol and tobacco products
  • Pornographic or sexually explicit content or materials
  • Counterfeit goods or items that infringe any intellectual property right
  • Stolen goods
  • Live animals
  • Human organs, blood, or biological materials
  • Vehicles, real estate, or any immovable property
  • Financial instruments, currency, or investment products
  • Any item whose sale is prohibited under Nigerian federal or Lagos State law

Shopta reserves the right to remove any listing and suspend any account where there is reasonable
suspicion that a prohibited item is being sold, regardless of how the listing is categorised or described.
Shopta cooperates fully with the National Drug Law Enforcement Agency (NDLEA), the Economic and
Financial Crimes Commission (EFCC), the Nigerian Financial Intelligence Unit (NFIU), and all relevant
Nigerian law enforcement agencies.

10.Delivery and Logistics

10.1 Scope

Shopta supports intrastate deliveries within Lagos State only. Zone Z1 covers same-LGA deliveries. Zone Z2
covers cross-LGA deliveries within Lagos State. Deliveries outside Lagos State are not supported in the
current version of the platform.

10.2 Informal Logistics

Vendors dispatching via their own trusted rider or local courier network are solely responsible for the safe,
timely, and accurate delivery of the item. The vendor must capture the rider's name, phone number, and
vehicle plate number at the time of dispatch. Shopta is not responsible for the conduct, competence, or
reliability of informally engaged riders.

10.3 Formal Logistics

Vendors dispatching via an approved formal logistics provider must book directly through that provider's
own platform and upload the booking receipt to Shopta before starting a dispatch. The vendor pays the
logistics provider directly and is reimbursed by Shopta from the buyer's escrowed delivery payment
following confirmed delivery, up to the applicable zone cap.

Shopta is not a party to the contract between the vendor and the formal logistics provider. Any claim
relating to loss, damage, delay, or misconduct by a formal logistics provider must be raised directly with
that provider. Shopta's liability is limited to the logistics reimbursement process only.

10.4 Delivery Failure

If a delivery fails because the buyer was unavailable, provided an incorrect address, or failed to respond to
the rider, the buyer bears responsibility for any redelivery costs. Failed deliveries do not qualify for a refund.

If a delivery fails because the rider could not locate the address despite reasonable effort, or because the
formal logistics provider's system failed, the vendor must arrange redelivery. Shopta will facilitate
communication between the parties but does not bear financial liability for delivery failures.

11.Ratings and Reviews

Buyers may submit a rating and written review for any completed order following OTP confirmation. Ratings
are on a scale of one (1) to five (5) stars.

Vendors may not offer incentives, discounts, or any benefit in exchange for positive reviews. Vendors may
not request the removal of negative reviews that are genuine and evidence-based.

Buyers may not submit false, misleading, or fabricated reviews. Reviews must reflect the genuine
experience of the transaction being reviewed.

Shopta reserves the right to remove any review that violates these terms, is defamatory, contains personal
information, or is submitted in bad faith.

12.User Content

By submitting any content to Shopta — including product photos, videos, descriptions, reviews, or profile
images — you grant Shopta a non-exclusive, royalty-free, worldwide licence to use, display, reproduce, and
distribute that content in connection with the operation and promotion of the platform.

You represent that you own or have the right to use all content you submit, and that your content does not
infringe the intellectual property rights of any third party.

Shopta reserves the right to remove any content that violates these terms, applicable law, or platform
policies without prior notice.

13.Proprietary Rights

The Shopta platform, including its name, logo, design, code, features, and all original content produced by
Shopta, is the exclusive intellectual property of Shopta and its licensors. Nothing in these Terms grants you
any ownership right in the platform or its content. Unauthorised reproduction, distribution, or use of any
part of the platform is strictly prohibited.

14.Trust and Safety

Shopta maintains a multi-layer trust and safety system to protect both vendors and buyers. This includes
identity verification, listing content scanning, transaction pattern monitoring, financial intelligence,
community reporting, and human review.

All users are subject to ongoing monitoring. Shopta reserves the right to restrict, suspend, or permanently
terminate any account at any time where there is reasonable evidence of fraud, abuse, prohibited activity,
or conduct that poses risk to other users or to the platform.

Shopta complies fully with the Money Laundering (Prevention and Prohibition) Act 2022 and files
Suspicious Transaction Reports (STRs) with the NFIU where required. Users agree that Shopta may share
account information and transaction records with Nigerian law enforcement and regulatory authorities
where legally required to do so.

15.Disclaimer of Warranties

Shopta provides the platform and all services on an "as is" and "as available" basis. Shopta makes no
representations or warranties of any kind, express or implied, regarding the accuracy, completeness,
reliability, or fitness for purpose of any listing, vendor, product, delivery service, or third-party provider
accessible through the platform.

Shopta does not warrant that the platform will be uninterrupted, error-free, or free from viruses or other
harmful components. Your use of the platform is entirely at your own risk.

16.Limitation of Liability

To the fullest extent permitted by applicable Nigerian law, Shopta shall not be liable for any direct, indirect,
incidental, special, punitive, or consequential damages arising from or in connection with your use of the
platform, any transaction conducted through the platform, or the conduct of any vendor, buyer, rider, or
third-party logistics provider.

Shopta's total aggregate liability in any circumstance shall not exceed the total fees paid by the claimant to
Shopta in the three (3) months preceding the event giving rise to the claim.

17.Indemnification

You agree to indemnify, defend, and hold harmless Shopta, its officers, directors, employees, agents, and
partners from and against any and all claims, liabilities, damages, losses, costs, and expenses — including
reasonable legal fees — arising out of or in connection with your use of the platform, your violation of these
Terms, your violation of any third party's rights, or any content you submit to the platform.

18.Governing Law

This Agreement is governed by and construed in accordance with the laws of the Federal Republic of
Nigeria, without regard to its conflict of law provisions.

19.Dispute Resolution

Any dispute, controversy, or claim arising out of or in connection with this Agreement — including any
question regarding its existence, validity, or termination — shall be referred to and finally resolved by
arbitration in accordance with the Arbitration and Conciliation Act (as amended) of Nigeria. The arbitration
shall be conducted by a single arbitrator, in English, and shall take place in Lagos, Nigeria. The arbitrator's
decision shall be final and binding on both parties.

Nothing in this clause prevents Shopta from seeking urgent injunctive or other equitable relief from a court
of competent jurisdiction where necessary to protect its rights or the rights of its users.

20.Termination

Shopta reserves the right to suspend or permanently terminate your access to the platform at any time,
with or without notice, and with or without cause. Grounds for termination include but are not limited to:

  • Breach of any provision of these Terms
  • Fraudulent, deceptive, or abusive conduct
  • Listing or transacting prohibited items
  • Identity fraud or failure to maintain KYC compliances
  • Actions that pose a risk to the safety, trust, or integrity of the platform or its users

Upon termination, your stall (if a vendor) will be immediately deactivated, any available wallet balance will
be frozen pending review, and access to your account history will be restricted. Shopta will communicate
the outcome of any balance review within fourteen (14) business days of termination.

21.Changes to This Agreement

Shopta reserves the right to modify these Terms at any time. Where changes are material, Shopta will
provide notice via in-app notification or email at least seven (7) days before the changes take effect. Your
continued use of the platform following the effective date of any amendment constitutes your acceptance
of the revised Terms.

22.Entire Agreement

These Terms, together with the Shopta Privacy Policy and any additional terms applicable to specific
features or services, constitute the entire agreement between you and Shopta and supersede all prior
agreements, representations, and understandings relating to your use of the platform.

23.Contact

If you have any questions about these Terms or require support, please get in touch with us:

Email: shoptamarket@gmail.com

Address: Lagos, Nigeria