MartCliq Terms of Service

1. Legal Entity & Binding Agreement

These Terms of Service ("Terms", "Agreement") constitute a legally binding contract between you (whether individually as a consumer or buyer, or on behalf of a commercial business entity as a seller, merchant, or service provider, hereinafter "User", "You", or "Your") and Estyne International Limited("Company", "We", "Us", or "Our"), a corporate entity duly registered and incorporated under the laws of the Federal Republic of Nigeria with the Corporate Affairs Commission (CAC).

These Terms govern your access to and use of the MartCliqbrand, platform, web applications, mobile applications, marketplace, APIs, vendor management portals, customer communication networks, digital wallets, and associated services (collectively, the "Platform" or "Services").

BY ACCESSING, REGISTERING AN ACCOUNT, CREATING A STOREFRONT, BROWSING LISTINGS, SUBMITTING QUOTE REQUESTS, EXECUTING TRANSACTIONS, OR CLICKING TO ACCEPT OR AGREE TO THESE TERMS, YOU EXPRESSLY UNCONDITIONALLY AGREE TO BE BOUND BY ALL PROVISIONS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THESE TERMS IN THEIR ENTIRETY, YOU MUST IMMEDIATELY CEASE ALL ACCESS TO AND USE OF THE PLATFORM.

2. System Architectural Overview & Operating Model

MartCliq operates as a unified multi-tenant Commerce-as-a-Service (CaaS) digital marketplace platform designed to bridge independent commercial vendors, buyers, and service providers across a centralized digital infrastructure.

3. Eligibility & User Accounts

To access or use the Platform, you must register for an account. You represent and warrant that all information provided during registration—including personal names, email addresses, telephone numbers, business names, and CAC incorporation documentation—is accurate, current, and complete.

• Eligibility: You must be at least 18 years old or possess legal capacity under Nigerian law to form a binding contract.
• Account Credentials & Security: You are solely responsible for maintaining the confidentiality of your account login credentials, passwords, and security tokens. You accept full responsibility for all activities conducted under your account.
• Account Sharing Prohibited: You may not transfer, assign, or share your account credentials with unauthorized third parties.

4. Merchant Verification & Storefront Compliance

Merchants registering a business storefront on MartCliq must undergo identity and business verification prior to publishing listings or receiving customer payouts:

• CAC Verification: Merchants must submit valid Corporate Affairs Commission (CAC) incorporation documentation, Tax Identification Numbers (TIN), and registered business addresses.
• Bank Account Matching: Payout bank accounts must match the verified legal business identity or authorized business proprietor.
• Staff Roles & Permissions: Merchants managing multi-user staff access are fully responsible and liable for all actions, catalog edits, quote responses, and orders processed by designated staff users.

5. Buyer Terms, RFQs & Independent Vendor Transactions

MartCliq is an Independent Venue: Estyne International Limited provides the technological infrastructure connecting buyers and independent commercial sellers. Estyne International Limited is NOT an auctioneer, retailer, manufacturer, distributor, or broker of physical items listed on the Platform.

When a buyer places an order or accepts a custom quote from a merchant, the contract for purchase is formed strictly and exclusively between the buyer and that specific merchant. Estyne International Limited is not a party to such contracts and assumes zero liability for:

• The quality, safety, legality, authenticity, or fitness for purpose of any product or service offered by sellers.
• The accuracy of merchant catalog descriptions, pricing, inventory availability, or quote estimates.
• The performance, delivery speed, packing quality, or fulfillment actions of independent sellers or third-party logistics services.

6. Merchant Fulfillment & Compliance Obligations

Merchants operating on MartCliq agree to comply with all applicable Nigerian statutory requirements, including consumer protection laws (FCCPC Act), tax laws, and trade standards:

• Fulfillment SLAs: Merchants must process and dispatch confirmed orders within promised delivery timeframes.
• Prohibited Products: Sellers are strictly forbidden from listing counterfeit goods, stolen property, unlicensed medical items, dangerous chemicals, weapons, or illegal products.
• Right of Removal: Estyne International Limited reserves the absolute right to suspend or remove any listing or storefront that violates platform policies or Nigerian law.

7. Payments, Digital Wallets & Payout Operations

Payments on MartCliq are facilitated through licensed third-party financial institutions and payment gateway partners:

• Payment Gateway Processing: Transactions processed via credit/debit card, bank transfer, or wallet are subject to payment gateway security checks. Estyne International Limited is not liable for payment gateway outages, bank clearance delays, or unauthorized charges.
• Digital Wallets & Payout Requests: Merchant wallet balances reflect verified transaction credits. Payout withdrawals are subject to verification audits, anti-money laundering (AML) checks, and bank settlement timelines. Estyne International Limited reserves the right to hold payouts in the event of active customer disputes, fraud investigations, or chargebacks.

8. Disputes, Refunds & Platform Mediation

In the event of an order dispute regarding non-delivery, damaged goods, or misrepresentation:

1. Direct Negotiation: Buyers and sellers must first attempt to resolve order issues directly via MartCliq in-app chat.
2. Platform Mediation: If unresolved, either party may escalate the dispute to MartCliq Customer Support. Estyne International Limited will review transaction logs, delivery proofs, and chat records to issue a final administrative decision regarding refund authorization or seller payout release.
3. Decision Finality: All administrative decisions rendered by MartCliq platform mediation are final and binding on both buyer and seller.

9. Prohibited Conduct & Platform Misuse

Users and Merchants agree not to engage in any prohibited activity:

• Reverse engineering, decompiling, disassembling, or attempting to extract source code or software algorithms of MartCliq.
• Scraping, automated data mining, or harvesting user data without prior written authorization.
• Circumventing platform payment systems to execute off-platform transactions ("Fee Avoidance").
• Posting fraudulent, defamatory, profane, infringing, or deceptive content or reviews.
• Transmitting malware, viruses, or interfering with platform server infrastructure.

10. Intellectual Property & Brand Rights

The MartCliq brand name, logos, graphics, user interface designs, visual layouts, software code, domain names, and trademarks are the sole and exclusive intellectual property of Estyne International Limited.

Users and merchants retain ownership of their uploaded product photos and storefront logos, but grant Estyne International Limited a worldwide, non-exclusive, royalty-free license to display such content on the Platform for catalog operations and promotional marketing.

13. User & Merchant Indemnification Shield

YOU AGREE TO DEFEND, INDEMNIFY, AND HOLD ENTIRELY HARMLESS ESTYNE INTERNATIONAL LIMITED, ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, AFFILIATES, SUCCESSORS, AND ASSIGNS FROM AND AGAINST ANY AND ALL CLAIMS, DEMANDS, SUITS, ACTIONS, LIABILITIES, LOSSES, DAMAGES, JUDGMENTS, SETTLEMENTS, FINES, PENALTIES, COSTS, AND EXPENSES (INCLUDING REASONABLE LEGAL AND ATTORNEY FEES) ARISING OUT OF OR RELATED TO:

1. Your breach or violation of any provision of these Terms or applicable laws;
2. Your access to, use of, or activities conducted on the Platform;
3. Any content, storefront listings, product descriptions, reviews, or communications submitted by you;
4. Any commercial transaction, quote request, order fulfillment, delivery dispute, or product defect involving you as a buyer or merchant;
5. Your violation of any third-party right, including intellectual property rights, privacy rights, or contractual rights.

14. Governing Law & Mandatory Binding Arbitration

Governing Law: These Terms and any dispute, controversy, or claim arising out of or in connection with them shall be governed by, construed, and enforced strictly in accordance with the laws of the Federal Republic of Nigeria, without giving effect to any principles of conflicts of law.

Mandatory Binding Arbitration: Any dispute, controversy, claim, or legal action arising out of or relating to these Terms, the Platform, or any transaction conducted thereon shall be submitted to and finally resolved by binding individual arbitration in Lagos, Nigeria, in accordance with the Arbitration and Mediation Act, 2023 of the Federal Republic of Nigeria.

The arbitration proceedings shall be conducted by a single neutral arbitrator appointed by mutual agreement or by the Chartered Institute of Arbitrators (UK - Nigeria Branch). The language of arbitration shall be English. The decision of the arbitrator shall be final, binding, and unappealable, and judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.

Sole Judicial Jurisdiction: Subject to the mandatory arbitration clause above, you agree that the state and federal courts sitting in Lagos State, Nigeria shall have sole and exclusive jurisdiction for any judicial enforcement of arbitration awards or permitted interim injunctive relief.

16. Account Termination & General Terms