Terms of Service

The Merchant is a digital marketplace operated by The Merchant Limited, a company registered in Nigeria with registration number RC 9069049 and registered office at No 4 Mike Akhigbe Way, Jabi, FCT, Nigeria (“The Merchant”, “we”, “us” or “our”). These Terms of Service (“Terms”) govern your access to and use of our website, applications, storefronts, payment tools and related services (together, the “Services”).

By creating an account, listing a product, making a purchase, or otherwise using the Services, you agree to these Terms. If you do not agree, please do not proceed to use the Services. If you are using the Services on behalf of a business, you confirm that you are authorised to bind that business.

The Services are built for African digital creators and their customers, and are currently offered to users in Nigeria. Availability may change as we expand.

Please read these sections carefully: the disclaimers and limitation of liability (Sections 19–20), and the dispute resolution and governing law clause (Section 23).

• “Seller” or “Creator” – a user who lists and sells Digital Products through the Services.
• “Buyer” – a person who purchases or attempts to purchase a Digital Product.
• “Digital Product” – a downloadable or electronically delivered product or service offered by a Seller, such as an e-book, a graphic design service, online course, a web design service, a template, design asset, audio file or similar digital file or service.
• “Storefront”– a Seller’s profile and product pages hosted by us, including any custom product link or storefront URL.
• “Wallet”– the in-platform record of a Seller’s available fiat balance arising from sales.
• “Fiat” – government-issued currency (for example NGN, KES, GHS or USD) processed through our payment partners.
• “Relevant Jurisdiction” means the country where the Buyer resides pursuant to applicable legislation in said jurisdiction.
• “Content” – any text, files, images, descriptions, ratings or other material submitted to or made available through the Services.

Buyer must be at least 18 years old and legally able to enter into a binding contract. The Services are not directed at children except as it relates to the purchase of essentials.

Sellers must register for an account using a valid email address (and optionally a supported single sign-on provider). You agree to provide accurate, current and complete information and to keep it updated. You are responsible for all activity under your account and for keeping your login credentials secure. Notify us immediately of any unauthorised use.

Buyers can complete a purchase without creating a full account, but by checking out you still agree to these Terms and to the Seller’s product terms.

You may not maintain more than one account without our permission, transfer your account to anyone else, or create an account if we have previously suspended or terminated you. You may not use, as a display name or username, the name of another person or entity you are not authorised to use, a name that is subject to another party’s trademark or other rights, or a name that is offensive, vulgar or obscene.

By creating an account, you agree that we may send you service and transactional messages, such as receipts, security alerts, payout updates and changes to these Terms, which are necessary to operate your account. Where you have not opted out, we may also send newsletters and marketing or promotional materials. You can opt out of marketing at any time using the unsubscribe link or by contacting us; service and transactional messages will continue for as long as you hold an account.

The Merchant is a technology platform and payment facilitator. We provide tools that let Sellers list Digital Products, share them, collect payment in Fiat and receive payouts. When you buy a Digital Product, your contract for that product is with the Seller, not with The Merchant. The Seller is responsible for the product, its description, its lawfulness and its delivery.

To facilitate sales, The Merchant collects payments from Buyers on the Seller’s behalf through our payment partners, deducts applicable fees, and credits the balance to the Seller’s Wallet for payout. This does not make The Merchant the author, publisher or owner of any Digital Product.

What we are not. The Merchant is not a bank, deposit-taking institution, investment adviser, securities dealer or virtual-asset exchange. We do not offer, recommend or facilitate crypto-assets as an investment, and nothing on the Services is investment, financial, legal or tax advice.

Sellers create a profile (display name, country, short bio and optional social link) and choose a default payout preference. Sellers can then create products by entering a name, category, description and price, uploading the digital file and an optional image, and publishing. Published products are generally made available promptly.

Sellers receive a unique product link and a storefront URL and are responsible for distributing their own products (for example via WhatsApp, social media or email).

Services support digital products only.

To keep the marketplace trusted and to meet our legal obligations, we operate a verification process. A Seller may be prompted to verify their identity for certain unique cases by confirming their email and phone and uploading a government-issued ID. Verified Sellers may receive a “Verified Merchant” badge.

We may carry out identity, sanctions, fraud and anti-money-laundering checks ourselves or through third-party providers, in line with applicable regulations and the guidelines of relevant authorities. By continuing to use the platform and our Services, you consent to us sharing your verification details with secure verifying agencies and databases, and to submitting them to regulatory or government agencies where required. You agree to provide the information and documents we reasonably request.

We may delay, limit, suspend, freeze or refuse a transaction, payout or account where we reasonably suspect fraud, money laundering, sanctions exposure, a breach of these Terms or a legal requirement, and we may report activity to the authorities where required.

For each Digital Product you list, you represent and warrant that:

• you own the product or have all rights, licences and authority needed to sell and deliver it and to grant the licences in these Terms;
• the product, its description, price and any preview are accurate, current and not misleading, and the product conforms to its description;
• the product and its sale comply with all applicable laws and with the rules of our payment partners and any card networks;
• the product is not a Prohibited Product (Section 9) and is free of malware; and
• where required, you will honour the product terms and refund commitments guiding the platform or our third party service providers and will respond to Buyer enquiries within 24-48 hours of the enquiry.

You must not use the Services to list, sell, buy, promote, fund or facilitate any of the following:

• content that infringes intellectual-property or other rights, including pirated, counterfeit or unlicensed material;
• malware, spyware, exploits, credential-stealing tools or anything designed to harm devices, data or networks;
• child sexual abuse material, non-consensual intimate content, or any content that sexualises, endangers or exploits minors;
• content promoting terrorism, violent extremism, hate or discrimination, or instructions for serious physical harm;
• weapons, ammunition, controlled drugs, or other regulated or prohibited goods;
• fraud, scams, phishing, pyramid or Ponzi schemes, “investment” or “get-rich” schemes, or unauthorised financial, securities or virtual-asset offerings;
• money laundering, terrorist financing, sanctions evasion, or dealings with sanctioned persons or jurisdictions;
• sexually explicit or adult material, except where we expressly permit it and it is clearly and lawfully labelled;
• false, deceptive or misleading listings, fake reviews or rating manipulation; and
• attempts to bypass our fees, evade verification, take payment off-platform after meeting a Buyer on-platform, or circumvent security or access controls.

We may remove any product, withhold related funds, and suspend or terminate any account that we reasonably believe breaches this section, with or without notice where the law or risk so requires.

In addition to the product rules above, we expect users to be civil and to use the Services responsibly. You agree not to:

• impersonate any person or entity, including The Merchant, its staff or another user, or misrepresent your identity or affiliation;
• send spam, junk, chain messages or other unsolicited bulk communications to users of the Services, including The Merchant and its staff;
• harvest, scrape or collect personal data about other users, except as strictly needed to fulfil a legitimate transaction;
• use any bot, spider, scraper, or other automated or manual data-extraction method to access, monitor or copy the Services without our prior written consent;
• introduce viruses, worms, trojan horses, logic bombs or other harmful code, or attempt to gain unauthorised access to, interfere with, overburden, damage or disrupt the Services, our servers or any connected system, including by denial-of-service attacks;
• reverse engineer, decompile or attempt to derive the source code of the Services, except to the extent the law expressly permits;
• manipulate, falsify or game ratings, reviews, rankings or transaction records, or take any action that damages or falsifies our ratings; or
• use the Services in any way that is unlawful, fraudulent, harassing, defamatory, grossly offensive, obscene or menacing, that restricts or inhibits anyone else’s use of the Services, or for any purpose other than that intended.

We will determine, acting reasonably, whether conduct breaches this section, and may remove Content, and suspend or terminate accounts in response.

When a Buyer’s payment is confirmed, the Services generate a secure download link and an email receipt. Access may be subject to download limits and expiry to reduce piracy. Buyers are responsible for downloading and safely storing their purchased files within any stated limits and for using compatible software. The Seller is responsible for ensuring the delivered file is correct, complete and as described.

Sellers set their own prices, which may be displayed in local currency or in USD with a local-currency equivalent. Conversion rates and displayed equivalents are indicative and may change up to the moment of payment.

Order refusal and cancellation.We may refuse, cancel or reverse a sale or order at any time for reasons including product unavailability, errors in a product’s description or price, an error in the order, suspected fraud, an unauthorised or unlawful transaction, or a breach of these Terms. Where a completed payment is cancelled for such reasons, we will arrange an appropriate refund in line with our Refund and Dispute Resolution Policy.

Transaction fee. The Merchant charges a fee of 7.5% on each successful sale. There is no listing fee and no subscription fee at this time. Payment-processor charges and fees may also apply and may be deducted from amounts collected or paid out. We may change our fees on reasonable prior notice, and your continued use of the Services after a change takes effect means you accept it.

Taxes. You are solely responsible for determining, collecting, reporting and remitting any taxes (including VAT, income tax and any tax gains or income) arising from your use of the Services and your sales or purchases. Where the law requires, we may collect tax information and withhold or report amounts to the authorities.

Buyers may pay by the methods we make available, which currently include cards and bank transfer processed through our partners such as Paystack and Flutterwave.

Payments are processed by third-party providers under their own terms and privacy policies. By submitting your payment information, you grant us the right to share it with these providers as needed to complete your transaction, subject to our Privacy Policy. We are not responsible for the acts, omissions, availability or fees of those providers. A sale is only complete once payment is confirmed. We may decline, reverse or hold a payment to manage fraud, chargeback, legal or risk concerns.

Sales proceeds, net of fees, are credited to the Seller’s Wallet, which may show separate Fiat balances. Wallet balances are records of amounts owed to you for payout; they are not a bank deposit and do not earn interest.

Withdrawals are processed manually to reduce fraud. Fiat payouts are typically made on a T+1 or T+2 basis after a withdrawal request. Payout status (pending, processing, completed) is shown in your dashboard. We may apply minimum amounts, limits, identity checks and reasonable holds or reserves, for example pending verification or dispute resolution.

Where currency conversion is needed for a sale or a payout, we are not obliged to apply a rate more favourable than the prevailing Central Bank of Nigeria (CBN) rate; however, we aim to apply a competitive available rate at the time the Buyer makes payment. Displayed rates and local-currency equivalents are indicative and may differ slightly from time to time. We may add, change or remove payment gateways and conversion providers at our discretion.

Buyers may rate Sellers (for example with a star rating). You must not post false, manipulated, abusive or unlawful ratings, or offer incentives in exchange for ratings. We may screen, refuse or remove ratings and may display Verified Merchant badges and transaction records to support trust.

The Services let users post, link, store, share and otherwise make available Content. You are responsible for your Content, including its legality, reliability, accuracy and appropriateness, and you confirm that you have the rights needed to post it and to grant the licence in Section 19. We have the right, but not the obligation, to monitor, screen, edit, refuse or remove Content, and to investigate suspected breaches of these Terms. We take no responsibility and assume no liability for Content posted by you or any third party.

Our IP. The Merchant name, logo, software, design and all related intellectual property are owned by us or our licensors. We grant you a limited, non-exclusive, non-transferable, revocable licence to use the Services as intended by these Terms. You may not use our trademarks or trade dress without our prior written consent, or copy, modify, reverse-engineer, scrape or create derivative works of the Services except as the law allows.

Your Content.You keep ownership of the Content and Digital Products you submit. You grant The Merchant a worldwide, non-exclusive, royalty-free licence to host, store, reproduce, display, market and deliver your Content and Digital Products as needed to operate and promote the Services and to fulfil sales, including making your Content available to other users subject to these Terms. When a Buyer purchases a Digital Product, the Seller grants the Buyer a licence to use that product for the Buyer’s personal, non-commercial use unless the Seller clearly states otherwise.

We respect intellectual-property rights and expect users to do the same. If you believe Content on the Services infringes your copyright or other intellectual-property rights, send a written notice to legal@themerchant.iowith the subject line “IP Infringement”, including: (a) your name, address, telephone number and email; (b) identification of the work you say has been infringed; (c) the URL or specific location of the allegedly infringing material; (d) a statement that you believe in good faith that the use is not authorised by the rights holder, its agent or the law; and (e) a statement that the information in your notice is accurate and that you are the rights holder or authorised to act on their behalf.

We may remove or disable access to allegedly infringing material, notify the affected user, and terminate the accounts of repeat infringers. Submitting a false or bad-faith claim may make you liable for resulting losses, including costs and legal fees.

As a Buyer, you agree that your purchase contract is with the Seller; that you will receive the licence the Seller grants for the Digital Product; that you are responsible for downloading and storing files within any limits; and that refunds are governed by the Seller’s product terms and by our Refund and Dispute Resolution Policy, which forms part of these Terms. You represent that you have the legal right to use any payment method you use, and that the information you provide is true, correct and complete.

From time to time we may run promotions, contests, creator challenges or campaigns. These may be governed by separate rules, which form part of these Terms for those who take part. If a promotion’s rules conflict with these Terms, the promotion rules apply for that promotion only. Our affiliate and referral programmes are not part of the current Services and, if and when we launch them, will be governed by separate terms.

Disputes about a Digital Product are primarily between the Buyer and the Seller. The Merchant provides a dispute process and admin oversight as set out in our Refund and Dispute Resolution Policy. We may investigate, request information, make a reasonable decision, and where appropriate refund a Buyer, debit or hold a Seller’s balance, remove a product, or suspend an account. We act as a facilitator and are not obliged to resolve every dispute.

We may suspend, restrict, freeze or terminate your access to all or part of the Services, with or without notice, if you breach these Terms or the law, if we detect fraud or unacceptable risk, or if required by a regulator, payment partner or court. You may close your account at any time by discontinuing use of the Services.

On termination, your right to use the Services ends. We may retain or release Wallet balances subject to fees, chargebacks, refunds, holds, investigations and legal requirements, and may retain data as described in our Privacy Policy. Sections that by their nature should survive (including IP, disclaimers, liability, indemnity and governing law) will survive termination.

If you send us feedback, suggestions, ideas or reports about the Services (“Feedback”), you agree that we may use it for any purpose without restriction, compensation or obligation to you, and that you acquire no rights in the Services by giving it. You acknowledge that we may already be developing similar ideas, that Feedback is not confidential, and that we are under no obligation of confidentiality with respect to it.

The Services may link to or integrate with third-party sites and services we do not own or control, including our payment partners and Sellers’ own distribution channels. We are not responsible for their content, products, privacy practices or availability, and we do not warrant their offerings. We strongly encourage you to read the terms and privacy policies of any third party you deal with. Your dealings with third parties are at your own risk.

The Services and all Digital Products are provided “as is” and “as available” without warranties of any kind, whether express, implied or statutory, including any implied warranties of merchantability, fitness for a particular purpose, title and non-infringement, to the fullest extent permitted by law. We do not warrant that the Services will be uninterrupted, secure or error-free, that any product will meet your expectations, or that any Seller or Buyer is who they claim to be.

As a platform that facilitates the buying and selling of Digital Products, we are not liable for any fraudulent, failed or incomplete transaction carried out by users, although we reserve the right to disclose the details of such a transaction to the appropriate authorities to assist with an investigation.

To the fullest extent permitted by law, The Merchant and its directors, employees and partners will not be liable for any indirect, incidental, special, consequential or punitive damages, or for any loss of profits, revenue, data, goodwill, or business, arising out of or relating to the Services. To the fullest extent permitted by law, our total aggregate liability for all claims relating to the Services in any 12-month period will not exceed the total fees we earned from your transactions in that period.

You agree to indemnify and hold harmless The Merchant and its directors, employees and partners from any claims, losses, liabilities, damages, costs and expenses (including reasonable legal fees) arising from your Content or Digital Products, your use of the Services, your breach of these Terms or the law, or your dealings with another user.

We may withdraw, suspend, restrict or amend the Services, or any part of them, at our discretion, and we will not be liable if the Services are unavailable at any time or for any period. We may also amend these Terms from time to time by posting the updated version with a new “Last updated” date and, for material changes, taking reasonable steps to notify you. It is your responsibility to review these Terms periodically. Your continued use of the Services after changes take effect means you accept the updated Terms; if you do not agree, you are no longer authorised to use the Services.

These Terms are governed by the laws of the Federal Republic of Nigeria. Where there is any dispute between the Parties as regards any provision of this agreement, the parties will first try to resolve any dispute amicably. If the dispute is not resolved within 30 days, it will be referred to and finally resolved by a court of competent jurisdiction. Nothing prevents either party from seeking urgent injunctive relief from a competent court.

• Entire agreement. These Terms, the Privacy Policy and the Refund and Dispute Resolution Policy are the entire agreement between you and us about the Services and supersede any prior agreement on the subject.
• Severability. If any provision is held invalid or unenforceable, it will be limited or removed to the minimum extent necessary and the rest remains in full force and effect.
• No waiver. Our failure to enforce a provision is not a waiver of it or of any other provision.
• Assignment. You may not assign these Terms without our consent; we may assign them in connection with a merger, acquisition or sale of assets.
• Force majeure. We are not liable for failures caused by events beyond our reasonable control.
• Notices. We may give notices through the Services or by email to your registered address.

By using the Services, you acknowledge that you have read and understood these Terms of Service and agree to be bound by them, together with our Privacy Policy and Refund and Dispute Resolution Policy.

Questions, comments or requests for support can be sent to support@themerchant.io.