Terms of Use

These Terms of Use (“Terms”) govern your use of this platform at www.qshop.tech (“Website”), including any mobile applications, web applications, affiliated websites and services, operated by QShop Nigeria Limited (hereinafter referred to as “QShop”, “Us”, “We”, or “Our”). Please read these Terms before using or continuing to use this Platform. Do not agree to the Terms unless you fully understand and accept each provision. By using or continuing to use the Website, you acknowledge and represent that you understand, agree and accept all terms and conditions contained in these Terms and agree to comply and be bound by same.

If you do not agree to these Terms, please do not continue to use or access the Website. We recommend that you print a copy of these terms for future reference. We amend these terms from time to time. Every time you wish to use our site, please check these Terms to ensure you understand and accept the terms that apply at that time.

General Terms

Qshop provides this Platform to users, individuals, companies and businesses seeking to create their own e-commerce site. The term “you” or “You” or “User” or “Users” shall refer to clients or any other person or entity who views, uses, accesses, browses or submits any data, content, or material to the Website. These Terms are entered into by and between Qshop and you, and you accept them by: (a) contracting to use all services available on the Website; and (b) using and continuing to use the Website in any other manner.

The Website

To the extent that anything on or associated with the Website is in conflict or inconsistent with these Terms, the Terms shall prevail. Any express waiver or failure to promptly exercise any right under the Terms will not create a continuing waiver or any expectation of non-enforcement. If any provision of the Terms is held invalid by any law or regulation of any government, or by any court or arbitrator, such provision will be replaced with a new provision that reflects and accomplishes Our original business purpose, such new provision to immediately become effective, and the other provisions of the Terms, not replaced will remain in full force and effect.

Services

The services offered by Qshop under the Terms of Use include various products and services to help you sell goods and services to buyers, whether online via an eCommerce website (“Online Services”), in person (“POS Services”), or both (“Services”).

Prohibited Uses

You may use our Website only for lawful purposes. You are prohibited from using our Website:

In any way that breaches any applicable local, national or international law or regulation.
To deceive or defraud customers, engage in sales of illegal goods or services, or receive payments without delivering the promised goods or services. Any such activities are considered unlawful and fraudulent.
For the purpose of harming or attempting to harm anyone in any way.
To transmit, or procure the sending of, any unsolicited or unauthorised advertising or promotional material or any other form of similar solicitation (spam).
To knowingly transmit any data, send or upload any material that contains viruses, trojan horses, worms, time-bombs, keystroke loggers, spyware, adware or any other harmful programs or similar computer code designed to adversely affect the operation of any computer software or hardware.
In relation to the sale of:

1. banned narcotics, steroids, certain controlled substances or other products that present a risk a consumer’s safety;
2. blood, bodily fluids or body parts;
3. burglary tools;
4. counterfeit items;
5. illegal drugs and drug paraphernalia;
6. fireworks, destructive devices and explosives;
7. identity documents, government documents, personal financial records or personal information (in any form, including mailing lists);
8. lottery tickets, sweepstakes entries or slot machines without the required licence;
9. offensive material or hate speech or items that promote hate, violence, racial intolerance, or the financial exploitation of a crime;
10. chemicals;
11. recalled items;
12. prohibited services;
13. unlicensed financial services, stocks or other securities;
14. stolen property;
15. items that infringe or violate any copyright, trademark, design, patent, right of publicity or privacy or any other proprietary right under the laws of any jurisdiction;
16. obscene material or pornography;
17. certain sexually oriented materials or services;
18. certain firearms, firearm parts or accessories, ammunition, weapons or knives;
19. any product or service that is illegal or marketed or sold in such a way as to create liability to QShop;
20. the personal information of third parties or anything in breach of the Nigeria Data Protection Act 2023; or
21. production of military and paramilitary wears and accouterment, including those of the Police and the Customs, Immigration and Correction Services.

Obligations and Conduct

In consideration of your use of the Website, you agree:

that you are of legal age and have capacity to agree to these Terms.
to provide accurate, current, and complete information about you as may be prompted by a registration form on the Website (“Registration Data”) even where such information is not specifically requested by QShop;
to maintain the security and confidentiality in relation to your password, identification and any other information which may be required for grant of access to the Website;
to maintain and promptly update the Registration Data and any information you provide to QShop, to keep it accurate, current and complete; and
to give QShop a period of three (3) months from the date it issues a public notice of any data breach or potential data breach to rectify such breach or potential breach.

Confidentiality of QShop’s Information

You may obtain direct access via the Website to certain confidential information of QShop and its affiliates, including without limitation to – technical, contractual, product, program, pricing, marketing and other valuable information that should reasonably be understood as confidential (“Confidential Information”). You understand and agree that such information need not have been marked confidential or expressly stated as confidential before it is deemed confidential. You irrevocably covenant and warrant to hold Confidential Information in strict confidence and utmost integrity. All rights, titles and interests in the Confidential Information remains with QShop and/or its affiliates.

The Terms impose no obligation upon you with respect to Confidential Information which you can establish by legally sufficient evidence that: (a) you possessed prior to your receipt from QShop, without an obligation to maintain its confidentiality or through no breach of your confidentiality obligations; (b) is or becomes generally known to the public through no act or omission by you, or otherwise without violation of these Terms; (c) you obtained from a third party who had the right to disclose it, without an obligation to keep such information confidential; (d) you independently developed without the use of Confidential Information and without the participation of other Users who have had access to it; or (e) is in response to a valid order by a court or other governmental body, as otherwise required by law, or as necessary to establish your rights under these Terms and as disclosed after prior notice to QShop to afford QShop the adequate opportunity to object to the disclosure.

Terms of Transacting Business

You understand and agree that you are willing to pay all the costs associated with the Services which are available on the Website. These costs include but are not limited to: a. Domain name registration, eCommerce Website Subscription, Training Fees, Consulting Fees.

Advertisements and promotions

QShop may and reserves the right to run advertisements and promotions from third parties or affiliated parties on the Website. Your correspondence or business dealings with, or participation in promotions of, advertisers other than QShop, found on or through the Website, including payment and delivery of related goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such advertiser. QShop is not a party to, responsible or liable for any loss or damage of any sort incurred as a result of any such dealings or as a result of the presence of such non-QShop advertisers on the Website.

Content Uploaded to Website

Whenever you make use of a feature that allows you to upload content to the Website, you warrant that any such contribution must comply with our terms of use, and you will be liable to us and indemnify us against any breach of this warranty. This means you will be responsible for any loss or damage we suffer as a result of your breach of warranty.

Any content you upload to our site will be considered non-confidential and non-proprietary. You retain all of your ownership rights in your content, but you are required to grant us a limited licence to use, store and copy that content and to distribute and make it available to third parties. We also have the right to disclose your identity to any third party who is claiming that any content posted or uploaded by you to the Website constitutes a violation of their intellectual property rights, or of their right to privacy. We have the right to remove any posting you make on the Website if, in our opinion, your post does not comply with our terms of use.

Disclaimer of Warranty

You understand and agree that your use of the Website is at your sole risk. The Website, including the information, services, and content, is provided on an “as is”, “as available”, and “with all faults” basis. QShop disclaims all express or implied conditions, representations, and warranties of any kind, including any implied warranty or condition of merchantability, satisfactory quality or fitness for a particular purpose. QShop makes no representations, warranties, conditions or guarantees as to the usefulness, quality, suitability, truth, accuracy, or completeness of the Website.

You hereby acknowledge that the data and any materials provided or licensed hereunder are provided without warranties or representations, and QShop shall not accept any liability in connection with their use, storage and disposal by you. Except as expressly set forth in this Terms, QShop makes no representation or warranty to you of any kind, express or implied, including any warranty of non-infringement, merchantability or fitness for a particular purpose or that any technology will be free from infringement of patents or proprietary rights of third parties, or that no third parties are in any way infringing patent rights. Without limiting the generality of the foregoing, you understand and acknowledge that no representation or warranty is made regarding the utility of any information, materials or technology licensed hereunder.

Marketplace

QShop is a technology service provider that grants you access to tools that enable you offer your goods and/or services for sale online. It is expressly understood and agreed that QShop does not engage in any direct sales transactions and does not act as a merchant or marketplace. All commercial transactions conducted through the Website are directly between you, as the seller of record, and the customer (“Customer”).

Seller Responsibilities and Liabilities

You are responsible for the creation and operation of your materials, and the goods and services that you may sell through the Website. You are responsible for 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 Nigeria), and your breach of these Terms. For avoidance of doubt, Qshop will not be the seller or merchant of record and will have no responsibility for items sold to Customers through the Website.

Banking Services

QShop may provide Users with accounts for the purpose of facilitating transactions. However, these accounts are strictly for ‘pass-through’ purposes, serving as a conduit for the onward settlement of funds to the User. Despite the provision of these accounts, QShop is not a party to any financial transaction conducted between the User and the Customer. QShop will not be responsible for any issues that may arise between you and a Customer regarding the use of the banking services; and you hereby agree to indemnify QShop against all claims, liabilities, and losses suffered by a Customer through your use or misuse of the banking services. You further agree to reimburse QShop for any costs incurred, or loss suffered by QShop through your use or misuse of the banking services, including penalties, costs, or charges levied against QShop by a financial institution or any third party.

Malware & Viruses

We continually work to ensure the highest level of security on the Website. However, we do not provide an absolute guarantee that our Website will be secure or free from bugs, viruses or similar malware.

You are responsible for configuring your store settings and platform to access the Website. You should use your own malware protection software.

You must not misuse the Website by knowingly introducing viruses, trojans, worms, logic bombs or other material that is malicious or technologically harmful. You must not attempt to gain unauthorised access to the Website, the server on which the Website is stored or any server, computer or database connected to the Website. You must not attack the Website via a denial-of-service attack or a distributed denial-of service attack. By breaching this provision, you would commit a criminal offence under the Cybercrime Act 2015. We will report any such breach to the relevant law enforcement authorities and we will co-operate with those authorities by disclosing your identity to them. In the event of such a breach, your right to use our website will cease immediately and you shall have no claim for refunds of any monies which have been paid towards the use of the services available on the Website.

Limitation of Liability

QShop shall not, under any circumstances, be liable to you or your Customers whether in contract (including under an indemnity or warranty), in tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with these Terms for: loss of profits; 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 or your Customers claims for damages against you (included but not limited to fraud, failure to provide goods or services, refund or return issues); 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 QShop at the time of entering into these Terms. In addition to the foregoing, in no event shall QShop’s cumulative liability exceed ₦10,000.

Indemnification

You agree to indemnify, defend, and hold harmless QShop and its subsidiaries, affiliates, shareholders, officers, directors, agents, licensors, suppliers, other partners, employees, and representatives from and against any and all claims, demands, causes of action, losses, expenses, damages and/or liabilities, including reasonable attorney’s fees and court costs, incurred by QShop in any way related to your (a) acts and/or omissions on or off the Website; (b) breach of these Terms of use; (c) use and/or misuse of the Website, including without limitation any information, content and/or materials thereon; (d) violation of any applicable law or regulation; (e) inaccurate, untimely, incomplete or misleading User information, including without limitation with respect to registration; (f) misstatements and/or misrepresentations; (g) use of links to third party platforms, including without limitation such platforms’ availability, terms of use, privacy policy, information, content, materials, advertising, products and/or services; (h) User information and any acts or omissions with respect to such User information; (i) use of any information in third-party reports; (j) use of third party payment processing services; (k) use of phone support services; (l) use of any services or products or any contracts or arrangements made or provided based on information, content and/or materials obtained on or through the Website; and/or (m) fraud committed by you against your Customer. You further agree that you will cooperate as requested by QShop in the defense of such claims. QShop reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by Users, and you shall not, in any event, settle any claim or matter on behalf of QShop without the written consent of QShop.
You agree to indemnify, defend, and hold harmless QShop from and against any claims, damages, liabilities arising out of or related to any issue, including but not limited to financial losses or legal actions resulting from third-party integrations on the Website such as payment partners, logistic partners or any other service provider utilized by Qshop.
You agree to indemnify, defend, and hold harmless Qshop from and against any claims, damages, liabilities, or financial losses that may arise from fraudulent activities carried out by a Customer against you.

Governing Law

This Policy shall be governed by and construed in accordance with the laws of the Federal Republic of Nigeria.

Dispute Resolution

You covenant that if any controversy, claim or dispute arises which relates in any way to the interpretation, or enforcement of any term of this Terms, or any breach thereof, or concerns any other matter in connection with this Terms, you and QShop shall use your best endeavors to settle amicably in good faith any dispute or difference between you arising from or in connection with this Terms through mutual discussion.

If you are unable to settle the dispute as indicated above within sixty (60) days, the dispute shall be referred to mediation by the legal representative of either of you. Mediation shall be conducted at and in line with the Rules of the Lagos State Multi-Door Court House (LMDC).

This clause shall survive the termination of this Terms and shall accordingly apply at all times to disputes and differences of opinion arising between you hereto concerning this Agreement or any matter there under.

This clause shall not preclude QShop from obtaining interim relief from a court of competent jurisdiction. Where mediation fails, the dispute shall be referred to a court of competent jurisdiction for resolution.

Injunction

You agree that any material breach of the Terms will result in irreparable harm to QShop for which damages would be an inadequate remedy and, therefore, in addition to its rights and remedies otherwise available at law, QShop will be entitled to equitable relief, including both a preliminary and permanent injunction, if such a breach occurs. You waive any requirement for the posting of a bond or other security if QShop seeks such an injunction.

Notices, Modification and Termination of Services, Amendment of Terms

QShop may provide notice to Users via email, phone number, social media, or regular mail. QShop reserves the right at any time to modify, suspend or terminate the services (or any part thereof), and/or use of or access to them, with or without notice. QShop may also delete, or bar access to or use of, all related information and files. QShop will not be liable to Users or any third-party for any modification, suspension, or termination of service, or loss of related information.

Entire Agreement

These Terms constitute the entire agreement between you and QShop relating to this subject matter and cancel and supersede any prior versions of the Terms. You may not assign or otherwise transfer the Terms, or any right granted hereunder. You also may be subject to additional terms and conditions that may apply when you use QShop or third-party products or services.

Last Updated: March 19 2024