Last updated May 10, 2022

Please read carefully before using this service.

Welcome to the Benagos

Benagos (the “Service”) is an e-commerce cloud service for businesses and online sellers to create and build their own online stores. The Service is a subscription-based software – a business to business or a business to customer platform. The Service is operated by Benagos Technologies Limited (“Benagos”), subject to this Terms and Conditions Agreement (“Terms”).

The Terms are inclusive of Benagos’ Privacy Policy (“Privacy Policy”). Please read here (https://benagos.com/privacy). Benagos takes the matters of protection and security of its users’ information very seriously. The Privacy Policy is incorporated into these Terms by this reference.

This Terms and Conditions is applicable to Merchants, their customers and any visitor to this platform. The Merchants and customers may be referred to as “User” in this document. By using the service, you agree to the use of your data in accordance with Benagos’ Privacy Policy. The Privacy Policy addresses only the information collected by Benagos in providing this Service.

Terms and Conditions

The terms contained herein govern your usage of the Benagos service. These Terms constitute a binding contract between the user and Benagos. This Service can only be used upon acceptance of these Terms. By using any part of the Service, you accept these Terms. This service is not available to users under eighteen (18) years of age

Merchant Account Registration with valid information

To use the Service as a Merchant, you must: (a) provide a valid mobile phone number, email address and any further information requested by Benagos on the Platform; (b) agree to the creation of an account associated with such number; (c) accept the Terms contained herein; and (d) submit such other and additional information as Benagos may request. You agree to provide true, accurate and complete information about yourself and your business/Company as prompted by Benagos during the account registration process and business setup. Benagos shall not be liable for damages or loss arising out of the wrong information or data provided by you. Benagos shall also not be responsible for the accuracy or otherwise of information to be retrieved from it concerning your Company or business. You will be given the option of receiving a unique Password for purposes of reusing your account. You are responsible for keeping your Password secure or changing the Password to a more suitable one as you prefer.

Customer Account Registration

Upon your acceptance of the Platform’s Terms of Use and Privacy Policy, you may be allowed to freely access a Merchant’s store without any further registration where the Merchant has chosen to make his/her store accessible to unregistered customers. However, for stores which do not take this option, in order to access their stores, you must: (a) provide a valid mobile phone number, email address and any further information requested on the Platform; (b) agree to the creation of an account associated with such number; (c) accept the Terms contained herein; and (d) submit such other and additional information as Benagos may request.

Service and Platform inquiries

If you have any questions, concerns or requests related to the Products and Services offered on this Platform, you can contact us on hello@benagos.com

Domain Names – applicable to Merchants

Upon completion of your registration on Benagos, a domain name is automatically assigned to you and the ownership of the domain name will be yours as long as your account remains active. The Domain issued to you is unique to your store and is not editable as other features on the platform. However, as a merchant, you may request for your personal domain name to be linked to your Benagos domain name.

Subscription – applicable to merchants

The usage of the platform shall be on subscription basis. Benagos has both paid and free plans which is available for your use immediately after completion of your registration. Where you opt for the paid plan, you shall be charged monthly subscription fees for the use of the platform and shall immediately be denied access to the platform where your subscription is not automatically renewed. Your subscription to these plans will automatically renew upon expiration until you deactivate your registration on Benagos. You acknowledge that it is your sole responsibility to deactivate the auto-renewal function should you choose to do so.

Prohibition of violation of any Laws using the Service – applicable to merchants, customers and visitors

You must not use this Service to violate or infringe the rights of any other person, including the rights of other Companies/businesses off or on the platform. You must not breach any laws or regulations or carry out any fraudulent activities when using the Service or attempt to disturb or interfere with the security or functionality of the Platform. In the situation that Benagos has the suspicion you are using the services for illegal activities such as fraud, Benagos is hereby authorized to instantly block your account.

Acceptable Use Policy

By accessing or using Benagos, you agree to comply with the terms and conditions of this Acceptable Use Policy.

1. Restricted Activities: You may not use Benagos in connection with any product, service, transaction or activity that:

• violates any law or government regulation or promotes or facilitates such by third parties.

• violates any rule or regulation of Visa, MasterCard, Verve or any other electronic funds transfer network (each, a “Card Network”).

• is fraudulent, deceptive, unfair, or predatory.

• causes or threatens reputational damage to us or any Card Network.

• involves any of the business categories listed in clause 2 below; or

• results in or creates a significant risk of chargebacks, penalties, damages or other harm or liability.

2.Certain Business Categories: You may not use Benagos in connection with any product, service, transaction, or activity that:

• falls within the Prohibition List of the Nigerian Customs Administration of the Federal Republic of Nigeria.

• blood, bodily fluids, or body parts.

• burglary tools.

• counterfeit items.

• illegal drugs and drug paraphernalia.

• fireworks, destructive devices, and explosives.

• identity documents, government documents, personal financial records, or personal information (in any form, including mailing lists).

• lottery tickets, sweepstakes entries or slot machines without the required license.

• offensive material or hate speech or items that promote hate, violence, racial intolerance, or the financial exploitation of a crime.

• Chemicals.

• recalled items.

• prohibited services.

• unlicensed financial services, stocks or other securities.

• stolen property.

• items that infringe or violate any copyright, trademark, right of publicity or privacy or any other proprietary right under the laws of any jurisdiction.

• sales of currency without the relevant license, cryptocurrency operators.

• obscene material or pornography.

• certain sexually oriented materials or services.

• certain firearms, firearm parts or accessories, ammunition, weapons or knives.

• any product or service that is illegal or marketed or sold in such a way as to create liability to Benagos; or

• production of military and paramilitary wears and accoutrement, including those of the Police and the Customs, Immigration and Prison Services.

• relates to the sale and/or purchase of:

• banned narcotics, steroids, certain controlled substances or other products that present a risk a consumer's safety.

• causes or threatens reputational damage to us or any Card Network.

• involves any of the business categories listed in clause 2 below; or

• results in or creates a significant risk of chargebacks, penalties, damages or other harm or liability.

3.Relate to transactions that:

• show the personal information of third parties in violation of applicable law.

• support pyramid or Ponzi schemes, matrix programs, other "get rich quick" schemes or certain multi-level marketing programs.

• are associated with purchases of annuities or lottery contracts, lay-away systems, off-shore banking or transactions to finance or refinance debts funded by a credit card.

• pertain to ammunitions and arms; and

• involve gambling, gaming and/or any other activity with an entry fee and a prize, including, but not limited to casino games, sports betting, horse or greyhound racing, lottery tickets, other ventures that facilitate gambling, games of skill (whether or not it is legally defined as a lottery) and sweepstakes unless the operator has obtained prior approval from Benagos and the operator and customers are located exclusively in jurisdictions where such activities are permitted by law.

Termination and Suspension of Account – applicable to merchants

You agree that your access to the service is on a subscription basis and may be cut off immediately upon expiration of your subscription. Where a Merchant’s products and services and/or actions are reported by a customer, the Company carryout investigations on the report to determine the veracity of the claim, where the claim/report is found to be true, the Merchant is issued with a warning. However, where a Merchant is reported up to three (3) times by the same or different customers and the Company finds the reports to be true all the three (3) times, the Merchant’s account may be suspended notwithstanding the Merchant’s subscription. Where an account has been suspended for up to three (3) times, the Company may permanently delete the Merchant’s account from the platform and deny the Merchant access to creation of any other account. Benagos may in its sole discretion and at any time terminate the Merchant’s access to the Platform or discontinue providing the Service or any part of the Service, with or without notice. The Merchant hereby agrees that Benagos will not be responsible or liable to him/her or any third party for modifying or discontinuing the Service, or for terminating or suspending your access to the Service. The Merchant may terminate his/her account and/or access to the Platform at any time, for any reason, by following the prompts and pointers provided on the platform.

The nature of the Relationship between Benagos and the Merchants

Both Parties are not by this Agreement deemed to be agents of each other nor shall anything herein contained be construed as creating a partnership. It is agreed that each Party will be responsible only for its obligations under this Agreement and neither Party shall be authorised to represent or bind the other to third parties. The Company shall be deemed as an independent contractor and will be fully responsible for payment of its own income taxes. The Merchant shall also be responsible for payment of its own taxes.

Merchant’s Obligations

• The Merchant shall always fulfill any orders made on the Benagos’ platform and shall always update its profile according to the stock it has in order to curtail any inability to fulfil the customers’ orders.

• The Merchant shall be responsible for the safe and clean transportation of all goods purchased from its store till it is delivered to the customer.

• The Merchant shall be responsible for customer experience.

Payment and Shipping of Products

• The Subscription fee shall be paid monthly using the means of payment provided by the Company on the platform.

• Payments for products purchased on the Merchant’s store shall be remitted directly to the Merchant using the payment gateway provided by Benagos on the platform.

• Payments may be made to the Merchant via online transfer or the payment gateways provided Benagos.

• The Merchant shall be solely responsible for the shipping and delivery of products purchased by its customer. Benagos may provide reliable and easily accessible delivery/shipping Companies on the Platform to be used by each Merchant for the delivery and shipping of products purchased to his/her customers.

• There are two payment options available to the Merchant vis-a-viz: the bank account payment option and the payment gateway API Key.

• Once a product is sent out for delivery, the Merchant shall ensure that he/she and the buyer are available and easily reachable by the delivery Company and/or its representative. Where a delivery fails at the instance of either the Merchant or the buyer, the defaulting party shall bear full responsibility of the failure or re-delivery as may be applicable and shall at all times indemnify Benagos and hold it harmless of such default/failure.

To learn more about our third-party payment gateways, please visit our third-party websites through these links: Paystack (https://paystack.com/terms) Flutterwave (https://flutterwave.com/us/terms)

Verification of Details and Information provided.

The Merchant hereby authorizes Benagos to conduct information verification checks on him/her where necessary and to the extent legally permissible. You understand and agree that your consent declaration will remain valid indefinitely for all existing and future personal and verification requests, screening, validation and confirmation of information regarding yourself.

Product Listing

When listing an item for sale on its website hosted on Benagos, the Merchant agrees to the following:

• To comply with the provisions of the Federal Competition and Consumer Protection Act and the Benagos’ Terms and Conditions;

• To be fully responsible for the accuracy and content of the listing and item offered;

• The fixed price listings shall renew automatically every 30 days, based on the listing terms at the relevant time, until the quantities sell out or until the listing is cancelled.

• Content that violates any of Benagos’ policies may be modified, obfuscated or deleted at Benagos’ discretion;

• Benagos may revise product data associated with listings to supplement, remove, or correct information;

• metatags and URL links that are included in a listing may be removed or altered so as to not affect the listing on other Benago stores; and

This Service is provided without any warranties or guarantees – applicable to customers

The service is provided without warranty of any kind. Benagos and its affiliates or subsidiaries disclaim all warranties with regard to the service, including all implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. In the event that you are dissatisfied with any portion of the service, or with any of these terms, your sole and exclusive remedy is to discontinue using the service.

Benagos is not liable for any damages you may incur as a result of using the Services on the Platform

Benagos is set up for the management and smooth running of companies and businesses, and in no event shall Benagos or its suppliers be liable for any direct, indirect, punitive, incidental, special, consequential damages, or any damages whatsoever arising out of or in any way connected with the use or performance of the service on the Platform. Benagos shall in no way be held liable for any loss of business or information occasioned by the use of the Platform.

Benagos may modify these Terms.

These Terms and related policies (including but not limited to the Privacy Policy) may be modified by Benagos without notice at any time in the future. Changes will be posted. By using the Service, you agree to be bound by the latest version of these Terms. It is your responsibility to remain informed of any changes.

Applicable Law and Dispute Resolution

This Agreement shall be governed by and construed in all aspects in accordance with the laws of the Federal Republic of Nigeria. The Parties hereto each undertake to comply with all laws and regulations as may be applicable to the performance of its obligations under this Agreement. Parties agree to settle all disputes or differences of opinion between them, arising from or in connection with this Agreement, amicably through mutual discussion and/or Arbitration where amicable settlement breaks down irretrievably; such arbitration shall be in accordance with the Arbitration and Conciliation Act, Cap. A18 Laws of the Federation of Nigeria 2004.

General Terms

• No alteration, variation or agreed cancellation of this Agreement, and this paragraph, shall be of any effect unless directed so by us.

• This Agreement constitutes the whole agreement between the parties in regard to the subject matter hereof and no warranties or representations of any nature whatsoever other than set out in this Agreement have been given by any of the parties.

• No relaxation or indulgence which Benagos may show to you shall in any way prejudice or be deemed to be a waiver of its rights hereunder.

• Each and every provision of this Agreement (excluding only those provisions which are essential at law for a valid and binding Agreement to be constituted) shall be deemed to be separate and severable from the remaining provisions of this Agreement. If any of the provisions of this Agreement (excluding only those provisions which are essential at law for a valid and binding Agreement to be constituted) is found by any court of competent jurisdiction to be invalid and/or unenforceable then, notwithstanding such invalidity and/or unenforceability, the remaining provisions of this Agreement shall be and remain of full force and effect.

• This Agreement is subject to, and shall be governed by, and construed in accordance with the laws of Nigeria, without reference to the principles of conflict of laws thereof. Any matters arising concerning the interpretation, validity or implementation of this Agreement not solved by mutual agreement between the Parties shall be submitted to arbitration in the English language before a sole arbitrator to take place in Lagos, Nigeria as the seat of the arbitration. The arbitration shall be conducted pursuant to the provisions of the Arbitration and Conciliation Act 1998. The arbitral decision shall be final and binding on the Parties and may be made an order of court. The Parties unconditionally consent and submit to the jurisdiction of the High Court of Lagos, Nigeria for such purpose. Nothing in this Agreement will be deemed as preventing Benagos from seeking injunctive relief (or any other provisional remedy) from any court having jurisdiction over the Parties and the subject matter of the dispute as is necessary to protect Benagos’ name, proprietary information, trade secrets, know-how, or any other intellectual property rights.

• The Merchant agrees to indemnify, defend and hold harmless the Company against and from any third-party claims (including reasonable legal or arbitration costs) arising from:

• Any breach or default on the part of the Merchant of any obligations;

• Negligent act or omission of the Merchant;

• Willful violation of the law, wrong description and price of products advertised; An offence committed by Merchant;

• Provision of fake, inferior or substandard products that have been sold as genuine;

• Listing and selling products that have not been authorized for sale by the appropriate regulatory body (including but not limited to the NCC, NAFDAC, SON etc.);

• Engages in any activity which would be considered illegal under Nigerian law or in any other jurisdiction, or engages in any activity that could be considered as fraudulent or misleading.

• The Company is only liable for its own acts or omissions and not for acts or omissions of third parties. This expressly excludes the liability for acts or omissions of the Payment Service Providers, or for events or activities originating outside its system (such as infrastructure failure, internet disturbances or malfunctioning in third party systems), except in case such events were caused by its willful misconduct.