ECOMLIT Platform Terms and Conditions

These Platform Terms and Conditions (the "Terms") govern access to and use of the website, software, applications, integrations, dashboards, APIs, communications tools, merchant tools, billing features, support channels and other services made available by ECOMLIT TECH. LTD ("ECOMLIT", "we", "us" or "our").

By creating an account, subscribing to a plan, accessing any part of the platform, using any feature, or otherwise indicating acceptance, you agree to be bound by these Terms and by any policy, supplemental term or guideline that we expressly incorporate by reference. If you do not agree, you must not access or use the Services.

These Terms are intended for business and commercial use. They are designed for merchants, business owners, founders, operators, staff users and other persons who use the ECOMLIT platform to manage commerce, orders, inventory, customer interactions, websites or related business operations.

To the extent applicable, the Subscription Billing, Cancellation and Refund Policy, the Privacy Policy, the Merchant Returns and Customer Refund Responsibility Policy, and any product-specific or country-specific terms published by ECOMLIT form part of the contractual framework between you and us.

Key definitions

"Account" means the user account, store account or business profile created to access the Services.

"Merchant" means the business, seller, company, sole proprietor or other commercial user that uses the Services to operate, manage or promote a store or business activity.

"Store Owner" means the person or legal entity that controls the Merchant account and is contractually responsible for the Account and all activity carried out through it.

"Services" means the ECOMLIT website, applications, dashboards, subscriptions, software tools, merchant features, APIs, support channels and any related products or services we make available from time to time.

"Materials" means content, text, data, images, product information, listings, trademarks, trade names, customer communications, documents, files, code, reviews or other materials uploaded, stored, submitted or transmitted through the Services by you or on your behalf.

"Customer" means an end customer, buyer, prospect or other user who interacts with a Merchant or a Merchant's store, catalogue, checkout or communications through or in connection with the Services.

"Third-Party Service" means any service, software, app, payment gateway, logistics service, communication provider, domain provider, hosting layer, integration or external provider not owned and operated by ECOMLIT.

"Applicable Law" means any law, regulation, rule, regulatory guidance, code, court order or legally binding requirement that applies to the Merchant, the Services, the transaction or the parties in question.

Words importing the singular include the plural and vice versa. Headings are included for convenience only and do not limit interpretation.

You may use the Services only if you are legally able to enter into a binding contract and are using the Services in connection with a legitimate business, trade, profession or commercial activity. By using the Services, you represent and warrant that you meet these requirements.

• You must be at least 18 years old, or the age of majority in your jurisdiction if higher, to open and operate an Account.

• If you register or use the Services on behalf of a company, partnership, organisation or other legal entity, you represent and warrant that you have authority to bind that entity to these Terms.

• You must provide accurate, current and complete information during onboarding and keep such information updated for as long as you use the Services.

• We may refuse an application, request additional verification, or limit or terminate access where eligibility, legality, identity, authority or risk concerns are not satisfactorily resolved.

• The Services are not intended for casual, household or family use. We may rely on your representations about business use, but we do not waive any rights to reassess your eligibility if later facts indicate otherwise.

ECOMLIT provides a technology platform intended to help merchants build, manage, market and operate online and technology-enabled commercial activities. Depending on the plan, country, product configuration and integrations selected, the Services may include storefront tools, product and inventory tools, order management tools, customer communication features, billing modules, reporting tools, payment integrations, fulfilment-related tools, automation features, support channels and related business infrastructure.

We may improve, modify, replace, discontinue or add Services, features, workflows or capabilities over time. Not every feature will be available to every Merchant, and some features may be subject to eligibility checks, third-party conditions, local market availability, fees or supplemental terms.

Unless expressly stated otherwise in writing, ECOMLIT provides the software and platform infrastructure only. We do not become the direct seller of a Merchant's products merely because a Merchant uses our tools, checkouts, communications, domains, dashboards or integrations. Merchants remain primarily responsible for their own stores, product catalogues, offers, contracts with their customers, compliance obligations and post-sale conduct.

To access most Services, you must register for an Account. You are responsible for keeping your login credentials, devices, security codes, recovery methods and administrative access secure at all times. You must not share passwords irresponsibly, bypass security controls, or permit unauthorised persons to use the Account.

• You must promptly notify us if you become aware of unauthorised access, suspicious use, compromised credentials or any other security incident affecting your Account.

• You remain responsible for all activity carried out through the Account, including acts or omissions of your staff users, agents, contractors and other persons to whom you grant access.

• We may require multi-factor authentication, identity verification, ownership verification, billing verification or other protective measures at any time where reasonably necessary for security, fraud prevention or legal compliance.

• Technical support may be limited to the Account holder, Store Owner or other authorised contact recognised in our records.

• Failure to maintain appropriate security may result in suspension, delayed support, denial of certain requests, or liability allocation under these Terms.

Each Account must have a clearly identifiable Store Owner. The Store Owner is the principal contracting party responsible for the Account, the Merchant's use of the Services, the Materials uploaded to the Services, the billing relationship, and the acts and omissions of all team members, employees, contractors and invited users.

You may grant limited access to staff or collaborators using staff accounts, role-based permissions or similar controls, where available. It is your responsibility to assign permissions carefully, monitor user access, revoke access when no longer needed, and ensure that all authorised users comply with these Terms and any applicable internal controls.

If there is a dispute between individuals regarding ownership or control of an Account, we may rely on our records, payment history, registered contact details, legal documentation, security checks and any other information we reasonably consider relevant when determining whom to recognise for operational purposes. We may also freeze changes or place protective holds while ownership is being assessed.

Access to certain Services is provided on a subscription, paid-access or fee-based basis. By selecting a plan or paid feature, you agree to pay the applicable subscription fees, setup fees, onboarding fees, add-on charges, usage-based charges, taxes and any other amounts clearly disclosed by us or by the relevant payment workflow.

• Fees are generally charged in advance for the relevant billing cycle unless we expressly state otherwise.

• You authorise ECOMLIT or its payment partner to charge your selected payment method for all applicable fees when due.

• All fees are stated exclusive of taxes unless we expressly say otherwise. You remain responsible for any applicable taxes, duties, levies, bank charges or third-party fees connected with your use of the Services.

• Late or failed payments may result in restricted access, failed renewal, temporary suspension, data access limitations, or termination of the Services.

• Our Subscription Billing, Cancellation and Refund Policy explains the treatment of billing cycles, review windows, credits, non-refundable charges and refund requests. That policy forms part of these Terms.

Unless otherwise stated, subscriptions renew automatically at the end of each billing cycle. It is your responsibility to cancel before the next renewal date if you do not wish to continue. Cancellation typically stops future renewal charges but does not ordinarily reverse charges for the current active cycle, subject to our published billing policy or any mandatory law.

We may allow plan upgrades, downgrades, add-ons, account credits, promotional pricing, trial conversions or temporary offers. The timing and financial treatment of such changes will depend on the relevant product design, price structure and workflow. Downgrades generally take effect prospectively and do not automatically entitle you to a cash refund for unused subscription time. Credits, where granted, may be subject to stated conditions or usage windows.

As a Merchant, you are solely responsible for the content, operation and legality of your business, your products and services, your offers, your advertising claims, your pricing, your tax treatment, your shipping commitments, your customer service, and your overall compliance with Applicable Law.

• You must ensure that products and services listed through your store are lawful to sell, accurately described, fairly marketed and not misleading.

• You must maintain clear policies covering returns, refunds, complaints, fulfilment, delivery, contact channels and any other information reasonably necessary for your customers to make informed purchasing decisions.

• You must not use the Services to sell prohibited, illegal, unsafe, infringing, counterfeit or restricted goods or services, or to engage in fraudulent or deceptive practices.

• You are responsible for obtaining and maintaining all licences, permits, approvals, consents and registrations required for your business activities.

• You must comply with applicable consumer protection, tax, sanctions, anti-money laundering, product safety, privacy, intellectual property, advertising and electronic communications rules relevant to your business and the jurisdictions in which you operate.

• We may publish additional standards, onboarding requirements, country-specific rules or product-specific compliance requirements from time to time. You must comply with any such requirements where they apply to your use of the Services.

Transactions between a Merchant and its Customers are primarily contracts between that Merchant and those Customers. Unless we expressly state otherwise in a specific product agreement, ECOMLIT is not the merchant of record, seller of record, supplier of goods, fulfilment provider, manufacturer, warehouse operator or direct contracting party in those customer transactions.

You remain solely responsible for order acceptance, pricing errors, inventory accuracy, product descriptions, taxes charged to customers, order fulfilment, delivery communications, complaints, returns, refunds, chargeback response, warranties, recalls, after-sales support and any disputes with your customers.

We may provide software, workflows, alerts, templates, communication tools, logs or dispute support features to help you operate your business, but the availability of such tools does not transfer your legal obligations to us. If we intervene operationally or supportively in a customer complaint or dispute, that involvement is intended to preserve platform integrity or service operations and does not, by itself, make us the seller responsible for the underlying transaction.

You must not use the Services in any unlawful, abusive, deceptive, harmful or unauthorised manner. Without limitation, you must not, and must not permit others to:

• use the Services for fraudulent schemes, phishing, impersonation, deceptive acquisition of money or personal information, account takeover activity, refund manipulation or payment abuse;

• sell or promote illegal goods, counterfeit goods, infringing content, prohibited services, sanctioned goods, regulated items without required approvals, or products that create safety, legal or reputational risk;

• upload malware, exploit vulnerabilities, probe or test security without authorisation, reverse engineer protected components except where the law expressly permits, or interfere with the integrity or performance of the Services;

• collect, use or disclose personal data through the Services in a way that violates privacy rights, our policies or Applicable Law;

• misrepresent identity, business status, pricing, product quality, shipping times, guarantees, reviews, testimonials or other material facts;

• use the Services in a way that creates unreasonable load, disrupts other users, bypasses service limits or exploits the platform contrary to its intended use.

We may investigate suspected breaches, request clarifications, disable features, remove content, suspend access, cooperate with law enforcement or regulators, and take any other action reasonably necessary to protect users, the platform or third parties.

You retain rights in the Materials that you own and upload to the Services, subject to the rights you grant to us under these Terms. You grant ECOMLIT a non-exclusive, worldwide, royalty-free licence to host, store, process, reproduce, format, transmit, display and otherwise use your Materials as reasonably necessary to provide, secure, improve, support and administer the Services, to comply with law, and to enforce our policies and rights.

You represent and warrant that you have all rights, licences, permissions and lawful bases needed to submit your Materials and allow us to use them in accordance with these Terms. You remain solely responsible for the accuracy, legality, integrity and consequences of your Materials, including customer-facing copy, product listings, store content, communications and data imported into the platform.

If you send us suggestions, ideas, feedback, feature requests or comments regarding the Services, you agree that we may use them without restriction or obligation, unless we expressly agree otherwise in writing.

The Services, including our software, interface design, workflows, documentation, trademarks, logos, features, visual elements, know-how and other platform materials, are owned by or licensed to ECOMLIT and are protected by applicable intellectual property and proprietary rights laws.

Subject to these Terms and your payment of applicable fees, we grant you a limited, non-exclusive, non-transferable, revocable right to access and use the Services for your internal business purposes during the term of your subscription or authorised use. This right does not transfer ownership of any part of the Services to you.

You must not copy, modify, create derivative works from, publicly distribute, sell, lease, sublicense, scrape, replicate or commercially exploit the Services except as expressly permitted by us in writing or by a feature intentionally made available for such use.

The Services may interoperate with, integrate with, or enable access to third-party products, services, platforms and systems ("Third-Party Services"), including without limitation payment processors, logistics providers, messaging tools, applications, domain registrars, hosting services, analytics tools and other external providers.

Your access to or use of any Third-Party Service may be subject to separate terms and conditions, privacy notices, fees, technical requirements, service levels and operational policies imposed by the relevant third party. It is your responsibility to review, understand and comply with those third-party terms and requirements before using any Third-Party Service.

ECOMLIT TECH. LTD does not own, operate or control Third-Party Services and, except where expressly stated otherwise, does not assume responsibility or liability for their availability, performance, reliability, legality, accuracy, security, pricing, data handling practices, support quality or continued compatibility with the Services.

ECOMLIT reserves the right to suspend, restrict, disable or remove any integration, connection or access to a Third-Party Service at any time where it reasonably considers such action necessary for security, compliance, legal, commercial, policy or technical reasons.

If any Third-Party Service fails, becomes unavailable, changes its terms, pricing or technical requirements, discontinues or limits integration, processes data in a particular manner, or otherwise affects your use of the Services, you acknowledge that you remain solely responsible for evaluating, managing and maintaining your relationship with that third-party provider and for any resulting impact on your business, operations, customers or data.

For the avoidance of doubt, ECOMLIT is not responsible for any loss, damage, delay, interruption, liability or claim arising from or connected with any Third-Party Service, except to the extent such responsibility cannot lawfully be excluded under applicable law.

Your use of the Services is subject to our Privacy Policy and any applicable data processing terms we publish. We may process personal data and other information to provide, secure, monitor, analyse and improve the Services, to administer billing and support, to prevent fraud and abuse, and to comply with legal obligations.

Where you use the Services to collect, store or process personal data relating to your customers, staff or other individuals, you are responsible for ensuring that such processing has an appropriate lawful basis and that required notices, consents, rights-handling processes, retention controls and security measures are in place. Where applicable, you must also ensure that your own privacy notice accurately describes how personal data is collected and used in connection with your store and the Services.

You are responsible for configuring security settings available within your account, limiting unnecessary access, training relevant personnel and promptly notifying us of data breaches or security incidents affecting the Services or customer trust. We may publish additional information security or privacy requirements from time to time, particularly where necessary to align with law, risk controls or third-party ecosystem obligations.

We may offer preview, pilot, experimental, beta or early-access features from time to time. Such features may be incomplete, unstable, limited, withdrawn without notice, or made subject to additional terms. You use them at your own risk and acknowledge that they may be changed or discontinued at any time.

We also reserve the right to improve, modify, suspend, discontinue or repackage any part of the Services, including plans, workflows, APIs, limits, functionality, support models or pricing structure, provided that where a material adverse change affects paid access or contractual rights, we will endeavour to provide reasonable notice unless immediate action is reasonably required for legal, regulatory, security, abuse-prevention or operational reasons.

We do not guarantee uninterrupted, error-free or always-available Services. Downtime, outages, performance degradation, maintenance windows, security events, internet disruptions, hosting problems and Third-Party Service failures may affect access or performance.

ECOMLIT TECH. LTD reserves the right to suspend, restrict, disable or terminate your access to all or any part of the Services at any time where it reasonably considers such action necessary to protect the integrity, security or functionality of the Services, comply with applicable law, manage legal, regulatory or commercial risk, investigate suspected misconduct, address payment failure, respond to security incidents, or enforce these Terms.

Without limitation, grounds for suspension, restriction or termination may include:

• breach of these Terms or any policy, guideline or document incorporated by reference;

• suspected fraud, deception, abuse or other unlawful or improper use of the Services;

• sale, promotion or facilitation of prohibited, restricted or unlawful products or services;

• persistent customer harm, repeated complaints, misleading conduct or other conduct capable of causing reputational, legal or operational risk to ECOMLIT or its users;

• abusive, threatening or disruptive conduct toward ECOMLIT, its personnel, service providers or other users;

• payment default, chargeback abuse or failure to settle amounts due;

• incomplete, false or unresolved verification or identity-related concerns;

• failure to comply with applicable data protection, privacy, consumer protection or regulatory requirements;

• sanctions, anti-money laundering or other compliance concerns; or

• any other circumstance that ECOMLIT reasonably considers creating a material platform, legal, operational or security risk.

ECOMLIT may also, where it considers targeted action more appropriate, remove, disable, suspend or restrict specific content, listings, products, services, domains, integrations, tools, users or functionalities without terminating the entire Account.

You may terminate your use of the Services at any time by cancelling your Account and complying with any applicable account closure or termination process notified by ECOMLIT. Termination of your Account or use of the Services shall not relieve you of any obligation that accrued prior to termination, including obligations relating to fees, prior transactions, customer complaints, refunds, chargebacks, taxes, privacy, compliance, recordkeeping, disputes or any other liability that by its nature survives termination.

Upon suspension or termination, access to the Services may cease immediately or, where applicable, after a limited wind-down period determined by ECOMLIT. ECOMLIT may, but is not obliged to, retain Account information, transaction records, communications, logs or other data for a limited period in accordance with its legal, regulatory, security, backup, audit or operational requirements.

It is your responsibility to export, download or otherwise preserve any data, content or records that you may require before or during the termination process, subject always to applicable law, technical limitations and ECOMLIT's operational policies.

To the fullest extent permitted by Applicable Law, the Services are provided on an "as available" and "as is" basis. Except as expressly stated by us in writing, we do not warrant that the Services will be uninterrupted, secure, timely, error-free, compatible with every third-party environment, or suitable for every Merchant's business needs.

We do not guarantee sales volume, profitability, traffic, conversion, rankings, payment acceptance, delivery outcomes, compliance outcomes, or any commercial result from the use of the Services. Any tools, templates, automation or informational content we provide are intended to support your operations and should not be treated as legal, tax, accounting or regulatory advice unless we expressly say otherwise in writing.

Nothing in these Terms seeks to exclude rights or remedies that cannot lawfully be excluded. Where the law implies conditions, warranties or guarantees that cannot be excluded, those rights are preserved only to the minimum extent required by law.

To the maximum extent permitted by Applicable Law, ECOMLIT and its affiliates, directors, officers, employees, contractors, licensors and service providers will not be liable for any indirect, incidental, special, punitive or consequential loss, or for loss of profits, revenue, business opportunity, goodwill, anticipated savings, data, customers, contracts or reputation arising out of or in connection with the Services or these Terms.

To the maximum extent permitted by Applicable Law, our aggregate liability arising out of or relating to the Services or these Terms will not exceed the total fees paid by you to ECOMLIT for the specific Service giving rise to the claim during the six-month period immediately preceding the event first giving rise to liability. If the claim relates to a free feature or no fee was paid for the relevant Service during that period, our aggregate liability will be limited to a nominal amount of NGN 50,000 or its equivalent, unless Applicable Law requires otherwise.

The liability limitations in these Terms are part of the commercial bargain between the parties and apply regardless of the theory of liability, whether in contract, tort, negligence, strict liability, statutory claim or otherwise, to the extent permitted by law.

You agree to defend, indemnify and hold harmless ECOMLIT TECH. LTD, its affiliates, and their respective directors, officers, employees, contractors, licensors, agents and service providers from and against any and all claims, demands, actions, proceedings, investigations, losses, damages, liabilities, judgments, penalties, fines, costs and expenses, including reasonable legal and professional fees, arising out of or in connection with:

• your breach of these Terms or any policy, guideline or document incorporated into them by reference;

• your products, services, store content, listings, customer transactions, advertisements, representations, warranties, promotions, order fulfilment, returns, refunds or customer complaints and disputes;

• your violation of any applicable law, regulation or regulatory requirement, or the rights of any customer, regulator, competitor, data subject or other third party;

• your materials, data, content or information made available through the Services, including any allegation that such materials infringe, misappropriate or otherwise violate any intellectual property right, privacy right, publicity right, confidentiality obligation or other right of any person; or

• any fraud, negligence, misconduct or wilful wrongdoing by you or by any person using or acting through your Account, whether or not authorised by you.

ECOMLIT reserves the right, at its own discretion, to assume exclusive control of the defence, conduct or settlement of any matter that is subject to indemnification under this clause. Where ECOMLIT elects to do so, you agree to cooperate fully and in good faith with the defence of such matter.

You may not settle, compromise or otherwise resolve any claim subject to indemnification in a manner that imposes any liability, obligation, admission, restriction or adverse effect on ECOMLIT without ECOMLIT's prior written consent.

These Terms, and any non-contractual obligations arising out of or connected with them, are governed by the laws of the Federal Republic of Nigeria, without regard to conflict of law principles that would require the application of another jurisdiction's laws.

The parties will first attempt in good faith to resolve any dispute, claim or controversy through internal escalation and good-faith discussion. If the matter is not resolved within a reasonable period, either party may pursue formal remedies through the courts of competent jurisdiction in Lagos State, Nigeria, unless mandatory law requires another forum or the parties expressly agree in writing to arbitration or another dispute mechanism.

Nothing in this section prevents either party from seeking urgent injunctive, preservative or protective relief where necessary to protect confidential information, intellectual property, platform security, customer data, payment integrity or other legitimate interests.

We may update or revise these Terms from time to time to reflect changes in law, regulation, platform features, security requirements, support models, product design, pricing, risk controls, market practice or our business operations. The most current version will be made available through the website or another designated channel.

Where a material change adversely affects your rights or the way paid Services are provided, we will endeavour to give reasonable prior notice by email, dashboard notice, website posting or another communication method associated with your Account, unless an immediate change is reasonably necessary for legal, regulatory, fraud-prevention, abuse-prevention, operational resilience or security reasons.

Your continued access to or use of the Services after the effective date of revised Terms constitutes acceptance of the updated Terms. If you do not agree to the revised Terms, your sole remedy is to stop using the affected Services and follow any applicable cancellation process.

You agree that ECOMLIT TECH. LTD may provide notices, disclosures, updates, invoices, statements, legal communications, policy changes, security alerts and other communications to you by electronic means. Such communications may be delivered by email, dashboard notification, in-product message, website posting, SMS, WhatsApp or through any other contact channel associated with your Account, where appropriate.

You are responsible for ensuring that your contact details, including your primary email address, telephone number and any other designated communication channels linked to your Account, are accurate, complete and kept up to date at all times.

You are also responsible for regularly monitoring your email inbox, Account dashboard and other approved communication channels, and for taking reasonable steps to ensure that communications from ECOMLIT can be received, accessed, verified and authenticated, including by maintaining functional devices, email access and any necessary security or spam-filter settings.

Unless applicable law requires otherwise, any notice or communication from ECOMLIT shall be deemed validly given and received when it is sent, posted, delivered or otherwise made available through a communication channel reasonably associated with your Account or ordinarily used to communicate with you.

For the avoidance of doubt, your continued use of the Services constitutes acceptance of electronic communications as a valid means of communication between you and ECOMLIT in connection with the Services and these Terms.

• Entire Agreement. These Terms, together with any policies, guidelines, schedules and supplemental documents expressly incorporated by reference, constitute the entire agreement between you and ECOMLIT TECH. LTD in relation to the Services and supersede all prior or contemporaneous communications, negotiations, understandings and agreements, whether written or oral, relating to the same subject matter.

• Severability. If any provision of these Terms is found by a court or other competent authority to be invalid, illegal or unenforceable, that provision shall, to the extent required, be deemed modified to the minimum extent necessary to make it valid and enforceable while preserving its commercial intent as far as lawfully possible. If such modification is not possible, the relevant provision shall be deemed severed, and the validity and enforceability of the remaining provisions shall not be affected.

• No Waiver. No failure, delay or omission by either party in exercising any right, power or remedy under these Terms shall operate as a waiver of that right, power or remedy, nor shall any single or partial exercise of any right, power or remedy prevent any further or other exercise of it.

• Assignment. You may not assign, transfer, novate, subcontract or otherwise deal with any of your rights or obligations under these Terms without our prior written consent. We may assign, transfer, novate, subcontract or otherwise deal with our rights and obligations under these Terms, in whole or in part, in connection with a merger, acquisition, corporate restructuring, sale of assets, financing arrangement, outsourcing or other business reorganisation.

• Independent Parties. Nothing in these Terms shall be construed as creating any partnership, joint venture, agency, employment, franchise, fiduciary or other similar relationship between you and ECOMLIT. Each party acts solely as an independent contracting party.

• Survival. Any provision of these Terms which by its nature is intended to survive termination, suspension or expiration shall continue in full force and effect notwithstanding such termination, suspension or expiration. This includes, without limitation, provisions relating to accrued payment obligations, refunds, intellectual property, confidentiality, data protection, disclaimers, limitations of liability, indemnities, suspension and termination, governing law, dispute resolution, audit rights, and any accrued rights or remedies of either party.

If you have questions about these Terms, or need to send a legal, contractual or compliance-related notice to ECOMLIT, please use the official contact details we publish on the website or in your Account materials.

• Legal / General enquiries: [Insert Email Address]

• Support / Merchant help: [Insert Support Link]

• Business address: [Insert Registered Address]

• Phone / WhatsApp: [Insert Contact Number]

For operational clarity, ordinary support questions should be directed to support channels, while formal legal notices should be marked clearly for the attention of the legal or compliance function.