Merchant Term of Use

1. Introduction

Welcome to Makesales. These Terms of Service (“Terms”) form a legal agreement between you (“you”, “your”, or “Merchant”) and Papstra Services Limited (doing business as “Makesales”) and all its affiliates (collectively referred to in these Terms as “Makesales”, “we”, “our”, or “us”). They govern how you access and use the Makesales platform and all related products, services, and features we make available (together, the “Services”).

Makesales is a business operations management system that helps entrepreneurs, merchants, and small businesses like you sell online, manage customers, track inventory, and receive payments. We provide the tools and infrastructure to power your business, but we are not a party to the sales transactions between you and your Customers. You remain fully responsible for your products, pricing, orders, and Customer relationships.

By signing up for an Account, using our website, or accessing any of our Services, you acknowledge that you have read and agree to be legally bound by these Terms, any policies we refer to, including our Privacy Notice, and all applicable laws and regulations. You also represent and warrant that you are legally capable of entering into this Agreement and that all information you provide is accurate and complete.

IF YOU DO NOT AGREE, PLEASE DO NOT USE OUR SERVICES.

3. Creating and Managing Your Account

To use the Makesales Platform, you must be at least 18 years old or have the legal capacity to enter into a binding agreement under Nigerian law. If you're creating an account on behalf of a business, you represent that you have the authority to bind that entity to these Terms.

You acknowledge that Makesales will use the email address you provide on opening an Account or as updated by you from time to time as the primary method for communication with you. You must monitor the email address you provide to Makesales and your email address must be capable of both sending and receiving messages. Your email communications with Makesales can only be authenticated if they come from your registered email address.

We may use third-party verification providers to help us complete this process. By using Makesales, you authorize us and our third-party verification partners, as your agents to conduct these verification checks and share your information with trusted service providers where necessary, in accordance with our Privacy Notice. We will treat all KYC-related information with strict confidentiality and only retain what is necessary for compliance and security purposes. Refusal or failure to complete identity verification when required may result in the suspension or restriction of your Account, including the inability to withdraw funds or engage in new contracts.

You must be at least 18 years old and legally authorized to act on behalf of your business. By opening an Account, you confirm that you are using Makesales for a lawful business purpose and not for personal or consumer use.

You are solely responsible for everything that happens under your Account, whether done by you or anyone else who has access to it. Please keep your password secure and avoid sharing your login details with others. If you believe someone has accessed your Account without permission, notify us immediately so we can protect your data. While we may take necessary steps to secure your Account, we cannot be held responsible for any loss of funds resulting from your negligence or compromised login credentials.

We reserve the right to suspend or close your Account if we believe that:

• the information you provided is false or misleading,
• your activity violates our Merchant Terms of Service, General Terms of Use, or any law, or
• your use of the Services could harm other users or our system.

Your Makesales Account is personal to you and your business. It cannot be sold, transferred, or shared with another person or company without our written consent.

If you suspect unauthorized access or a security breach, please notify us immediately at support@makesales.com.

4. What Makesales Offers

Makesales provides a complete business operations management system that helps Merchants sell, get paid, and manage operations with ease. The platform is made up of different modules that work together to give you a seamless experience. These include WhatsApp Commerce, Website Builder, Invoicing, Payments, Smart Inventory Management, and Analytics. Each module comes with its own set of features and limitations. While we do our best to maintain reliable, secure services, Makesales cannot guarantee that every feature will be available at all times or that third-party systems will never experience interruptions.

We regularly improve the platform for better performance and security. Occasionally, this means adding, modifying, or retiring certain features. We’ll give reasonable notice for major changes, but your continued use of Makesales after any update means you agree to the new version of the Services. Our existing Services are outlined below:

WhatsApp Commerce: This feature allows you to sell products directly through WhatsApp. You can create and share product catalogs, manage orders, send payment links, and confirm Transactions automatically. Makesales provides the tools that power these sales, but WhatsApp itself is operated by another legal entity, Meta. Because of that, we do not control WhatsApp’s systems or uptime and cannot guarantee message delivery or performance. You are responsible for complying with WhatsApp’s terms of use and ensuring that your messages are not spam, misleading, or abusive.

Website Builder: The Website Builder helps you create a professional online store without technical skills. You can choose from pre-designed templates, add your own branding, and accept orders through your site. Makesales hosts your Store and provides reasonable uptime and performance. You may have multiple Stores as a Merchant on Makesales. However, we are not responsible for issues caused by your internet provider, domain registrar, or devices. You are fully responsible for the accuracy and legality of all Content you upload including product descriptions, pricing, and images, and for ensuring that it does not violate any laws or third-party rights.

Invoicing: Our Invoicing feature lets you create branded invoices, send them to Customers, track payments, and set automatic reminders. You can issue invoices in multiple currencies and add tax information if needed. We provide the tools to generate and manage invoices, but we do not offer Accounting or legal services. You are responsible for ensuring that your invoices meet legal and tax requirements in your location and for keeping appropriate business records.

Payments: The Payments feature allows you to accept Customer payments through cards, bank transfers, or mobile money. All payments made through Makesales are processed by Monieswitch, a licensed payment partner. Monieswitch provides secure payment processing, settlements, and compliance support for all Transactions. By using the Payments module, you also agree to be bound by Monieswitch Terms of Use and Privacy Notice. Makesales itself does not process or store payment card details. All payment authorizations, settlements, reversals, or disputes are handled by Monieswitch in line with its own procedures and the rules of the Central Bank of Nigeria (CBN). While we monitor performance, we cannot be held responsible for failed payments, chargebacks, or settlement delays caused by Monieswitch or any external financial network.

You must complete all Know-Your-Customer (KYC) and Anti-Money-Laundering (AML) checks requested by Makesales or Monieswitch. Failure to provide accurate or complete information may result in restricted payment access or suspension of your Account. Makesales and Monieswitch may securely share necessary information such as Transaction records or Account details to prevent fraud, comply with legal obligations, or resolve payment disputes.

Smart Inventory Management: This feature helps you track stock levels, get low-inventory alerts, manage products across multiple channels, and update records easily with barcode scanning. Makesales provides the interface and reporting tools, but you are responsible for entering accurate data. Any errors in reports that arise from incorrect or outdated entries are your responsibility.

Analytics and Reports: Analytics give you real-time insights into your business, from sales trends and revenue to Customer and product performance. The data shown is based on your activity within the platform and is meant for informational purposes only. Although we aim for accuracy, no automated reporting system is perfect. We recommend that you verify critical data and seek professional advice before making business, tax, or investment decisions based on Analytics reports.

We provide Customer support through chat, email, and phone. Our goal is to respond promptly and resolve issues quickly, but response times may vary depending on volume. We may also provide self-help resources and documentation to guide you in using our Services.

5. Using the Platform Responsibly

Makesales is built to help genuine businesses grow. To keep the platform safe and fair for everyone, we expect all Merchants to use the Services responsibly and within the limits of the law.

Lawful and Ethical Use

You agree to use Makesales only for lawful business purposes. This means your store, catalog, invoices, and messages must comply with all applicable laws, regulations, and community standards. You may not use Makesales to sell or promote products or services that are illegal, deceptive, or harmful including counterfeit goods, prohibited substances, or content that encourages violence, hate, or fraud. You must also follow all industry and regulatory standards that apply to your business, such as consumer protection laws, advertising standards, tax rules, and payment regulations issued by the Central Bank of Nigeria (CBN) or other authorities.

Honest Business Practices

You are responsible for the accuracy of all information you share on your Makesales store, WhatsApp catalog, or invoices. Product descriptions, prices, availability, and delivery timelines must be truthful and not misleading. You must not create fake Transactions, falsify records, or manipulate payment data to mislead Customers or Makesales. Customers who buy from you trust that what you list is what you sell. Misleading, unethical, or abusive practices can lead to Account suspension or permanent removal from the platform.

Compliance with Third-Party Platforms

Some Makesales tools depend on third-party platforms like WhatsApp, banks, and payment networks. When you use these features, you agree to comply with their respective terms and policies. For example, if you use WhatsApp Commerce, you must follow Meta’s Business Messaging policies and avoid sending spam or bulk messages. Likewise, when using the Payments module powered by Monieswitch, you must follow Monieswitch Terms of Use and complete all verification requirements.

Protecting Customer Data

You will likely collect Customer information while using Makesales — names, contact details, order history, or payment data. You agree to handle this information with care and use it only for legitimate business purposes such as fulfilling orders, issuing invoices, or marketing within consented limits. You must not sell, rent, or misuse Customer data. Makesales is not responsible for any breach of privacy or data misuse that results from your actions or negligence. All Personal Data collected and processed through Makesales is subject to the Nigeria Data Protection Act, 2023 (NDPA) and our Privacy Notice.

Fair Use and System Integrity

Makesales runs on shared systems, so excessive or abusive usage can affect other Merchants. You agree not to overload, disrupt, or interfere with the platform in any way, for example, by running automated scripts, scraping data, or using unauthorized integrations. We reserve the right to limit access, suspend features, or take technical steps to protect the system if we detect misuse, fraud, or activity that threatens the stability or security of the Services.

Cooperation and Investigations

If Makesales or Monieswitch suspects suspicious or illegal activity on your Account, we may temporarily suspend access while we investigate. You agree to cooperate with any lawful investigation and provide information we reasonably request to verify your identity, business activities, or compliance with these Terms. Failure to cooperate or provide accurate information may result in Account termination and, if necessary, referral to the relevant authorities.

Your Responsibility to Your Customers

You are solely responsible for your relationship with your Customers. Makesales provides the tools that support your operations, but we are not a party to your sales contracts. You bear full responsibility for delivering goods or services, handling returns or refunds, and resolving disputes directly with your Customers. If your Customers raise complaints through Makesales channels, we may reach out to you for clarification or action, but we are not liable for any losses arising from your dealings with them.

6. Acceptable Use Rules

To keep Makesales safe, fair, and trusted, all Merchants must follow these acceptable use rules. They apply to everything you do on the platform, from the products you list to how you communicate with Customers and process payments.

6.1 General Conduct

You must use Makesales in a lawful, respectful, and responsible way. You may not use the platform to engage in or promote any unlawful activity, or in a manner that harms others, disrupts the Services, or damages Makesales reputation. This includes (but is not limited to):

• Engaging in fraud, scams, or any deceptive practice.
• Uploading or distributing viruses, malware, or harmful code.
• Accessing systems or data that don't belong to you
• Interfering with the operation, security, or performance of Makesales.
• Sending spam, unsolicited bulk messages, or unauthorized marketing through WhatsApp, SMS, or email.
• Misrepresenting your identity or pretending to be another business or individual.

6.2 Prohibited Products and Activities

You may not use Makesales to sell, advertise, or promote any of the following:

• Illegal or regulated substances (such as narcotics, unlicensed medicine, or controlled drugs).
• Weapons, explosives, or ammunition.
• Pornography, adult content, or sexually explicit material.
• Counterfeit or pirated goods (including fake brand products).
• Stolen goods, credit card data, or personal information.
• Gambling, betting, or lottery services.
• Multi-level marketing (MLM), Ponzi, or pyramid schemes.
• Unlicensed financial services, including cryptocurrency sales or investment platforms not approved by regulators.
• Hate speech, extremist content, or materials that incite violence or discrimination.
• Any item or service that violates Nigerian law, Central Bank of Nigeria (CBN) rules, or other applicable regulations.

6.3 Payments and Financial Integrity

The Payments feature may not be used for:

• Processing payments unrelated to actual sales on your store.
• Laundering funds or concealing the source of money
• Accepting donations or fundraising without authorization.
• Splitting or routing payments in a way that avoids KYC, AML, or tax rules.
• Creating fake Transactions to inflate sales or manipulate analytics.

We monitor payment activity for compliance with anti-fraud and AML regulations. Any suspicious Transactions may be held, reversed, or reported to the relevant authorities.

6.4 Data and Privacy Protection

You may only collect and use Customer information for legitimate business purposes such as fulfilling orders, communicating about purchases, or sending marketing messages with consent. You may not sell, rent, or misuse Personal Data obtained through Makesales. You must also store Customer information securely and comply with the Nigeria Data Protection Act, 2023 (NDPA) and all other applicable data laws.

6.5 Content Standards

All content you upload including text, photos, videos, and product listings must be accurate, lawful, and not misleading. You must own the rights to everything you post or have permission to use it You may not upload or display anything that

• Infringes on another person's copyright, trademark, or other intellectual property.
• Defames or harasses any individual or group.
• Contains false, deceptive, or obscene material
• Encourages illegal activity or promotes harm.

Makesales does not pre-screen Content and it is in our sole discretion to refuse or remove any Content from any part of the Services, including if we determine in our sole discretion that the goods or services that you offer through the Services, or the Content uploaded or posted to the Services, violate our acceptable use policies and the Terms of Use and this Terms of Service.

6.6. Enforcement and Consequences

If you violate these rules, Makesales may take one or more of the following actions without prior notice:

• Remove offending content, products, or listings
• Suspend or restrict access to certain modules (such as Payments or WhatsApp Commerce).
• Withhold or delay payments while we investigate suspicious activity.
• Terminate your Account permanently.
• Report your activity to law enforcement or regulators if required by law.

Makesales has full discretion to decide what counts as a violation of these rules. Repeated or serious breaches may lead to permanent suspension from all Makesales and Monieswitch services.

6.7. Updates to the Rules

We may update these acceptable use rules from time to time to reflect new laws, technologies, or risks. Updated rules will be published on our Website, and your continued use of Makesales means you agree to follow the most recent version.

7. Fees and Payment Processing

At this time, Makesales is completely free to use. There are no subscription charges, hidden fees, or commissions for using the platform’s core tools including the Website Builder, WhatsApp Commerce, Invoicing, and Inventory modules. We believe every entrepreneur should have access to tools that help them sell and grow without financial barriers. However, as we continue to expand, we may introduce optional paid features or premium plans. If that happens, we’ll give you advance notice before any charges apply, and you’ll have the choice to upgrade or remain on a free plan.

7.1. Payment Processing

All payment Transactions made through Makesales are securely processed by Monieswitch, a platform that provides payment infrastructure and settlement services. When your Customers pay through cards, bank transfers, or mobile money, Monieswitch handles the Transaction, confirms payment, and facilitates settlement to your nominated bank account. Makesales itself does not process or store sensitive payment information such as card numbers, PINs, or CVVs. All payment data passes directly through Monieswitch’s regulated payment network, which complies with CBN, NDPA, and Payment Card Industry Data Security Standards (PCI-DSS).

After a successful Transaction, Monieswitch will transfer the proceeds (minus any applicable fees or bank charges) to the bank account linked to your Makesales profile. Settlement timelines may vary depending on the payment channel, bank network, and Transaction type. While we aim for timely payouts, we are not responsible for delays caused by third-party networks, bank downtimes, or inaccurate account details provided by you. If an issue occurs, our team and Monieswitch will work together to resolve it as quickly as possible.

7.2. Transaction Disputes and Chargebacks

If a Customer disputes a Transaction or requests a chargeback, Monieswitch and Makesales will review the claim based on available records. You may be required to provide proof of delivery, Customer communication, or other evidence. If a chargeback is approved, the disputed amount (and any associated costs) may be deducted from your next settlement. Repeated or fraudulent chargebacks can lead to Account suspension or termination. All refunds issued to Customers are your sole responsibility. Makesales and Monieswitch only facilitate the payment mechanism; we are not a party to your sales contracts or refund obligations.

Notwithstanding any other provision in these Terms, you acknowledge and agree that Makesales reserves the right, in its sole discretion and without prior notice to you, to initiate refunds to your Customers or reversal of payments made to your wallet or account in certain circumstances. These circumstances include where:

• A Transaction is disputed by a Customer;
• Fraud is alleged or suspected;
• You, as a Merchant, are unresponsive, cannot be verified, or fail to complete Makesales' Know Your Customer (KYC) or anti-money laundering (AML) verification requirements, or if your KYC/AML status becomes unverified or non-compliant;
• Required by applicable law, regulation, court order, governmental directive, or the rules of card networks or payment processors; or
• You are in violation of these Terms or any applicable law.

Where Makesales issues a refund to a Customer for any reason, we may continue to withhold the original transaction processing fee and/or deduct any applicable commission or service fee before remitting the remaining balance to the Customer. You agree that Makesales shall not be liable for any losses resulting from the withholding or deduction of such amounts in connection with a refund or chargeback.

7.3. Wallets

7.4. Taxes and Compliance Monitoring

You are responsible for determining and paying any taxes, duties, or levies related to your business, products, or services. Makesales does not collect or remit taxes on your behalf unless required by law. You must also comply with all Know-Your-Customer (KYC) and Anti-Money-Laundering (AML) checks requested by Makesales or Monieswitch. Refusing to complete verification or providing false information may result in delayed settlements, restricted access to the Payments feature, or Account suspension .

To protect both Merchants and Customers, Makesales and Monieswitch actively monitor Transactions for signs of fraud, money laundering, or unusual activity. We may hold or delay settlements if we detect suspicious patterns, pending investigations, or regulatory requirements. You agree that we may share relevant Transaction or Account information between Makesales, Monieswitch, banks, and regulators to comply with applicable laws and ensure payment security.

8. Service Availability and Performance

Makesales is committed to providing a reliable, secure, and user-friendly platform for all Merchants. While we work hard to keep everything running smoothly, technology isn’t perfect. This section explains how we handle uptime, maintenance, and performance expectations.

We aim to maintain at least 99% uptime each month across our core systems, including your online store, the dashboard, and integrations like WhatsApp Commerce and Invoicing. This uptime target reflects our ongoing commitment to quality service, but it’s not a guarantee. It’s a performance goal we strive toward through continuous system monitoring, redundancy, and proactive maintenance.

From time to time, we may perform scheduled maintenance to improve the platform’s performance or security. Whenever possible, we’ll notify you at least 24 hours in advance through your dashboard or registered email. Maintenance is usually carried out during off-peak hours to minimise disruption. During maintenance windows, some features may be temporarily unavailable.

Despite our best efforts, unplanned downtime may occasionally occur—for example, due to server failures, software bugs, or issues from third-party providers (like WhatsApp, Monieswitch, or hosting partners). If that happens, we’ll work to restore service as quickly as possible and keep you informed through email, social media, or our status page. Makesales is not liable for losses caused by downtime or performance issues beyond our reasonable control.

Some Makesales modules depend on third-party systems such as WhatsApp, payment gateways, and cloud service providers. While we carefully choose reliable partners, their systems are outside our direct control. If a third-party provider experiences an outage or slowdown, it may affect your ability to process payments, send messages, or access analytics. We’ll coordinate with those providers to resolve issues quickly but cannot be held responsible for external disruptions.

We take platform security seriously. Makesales uses encryption, firewalls, and regular updates to protect data and prevent unauthorized access. However, you also play a part in keeping your Account secure. Please use strong passwords, log out from shared devices, and avoid clicking unknown links or sharing login credentials. If we detect suspicious activity on your Account, we may temporarily restrict access while we investigate.

If you experience downtime or technical issues, you can report them through our in-app chat, email support, or phone line. Providing clear details (such as screenshots or timestamps) helps us respond faster. We track and prioritise issues based on severity—critical errors that affect payments or access to your store are handled first.

We constantly update and enhance Makesales to serve you better. These updates may include bug fixes, performance improvements, and new features. Occasionally, updates may require restarting or temporarily disabling a service. By continuing to use Makesales after updates, you agree to accept any improvements, modifications, or enhancements that we release.

9. Data Ownership and Privacy

You own the content and business data you upload to Makesales—including your product listings, Customer details, invoices, and Transaction history. We don’t claim ownership of your business data. You grant us a limited licence to use, process, and display that data solely for the purpose of running and improving the Services. For example, we may process your data to generate analytics reports, deliver Customer messages, or help complete payments through Monieswitch. We will never sell your data to third parties.

Makesales collects and stores certain information about you and your Customers so that we can provide the Services effectively. This includes things like:

• your Account information (name, email, phone, business details),
• your activity on the platform,
• Transaction and payment records, and
• device and browser information for security and analytics.

We process and store data securely using encryption, access controls, and regular security updates. Data may be stored on servers located inside or outside Nigeria, but always under standards that meet or exceed the Nigeria Data Protection Regulation (NDPR).

Because Makesales uses Monieswitch to process payments, some of your information must be shared with Monieswitch and other trusted service providers. This includes data necessary for KYC verification, Transaction processing, fraud detection, and compliance with financial regulations. Monieswitch is a regulated payment processor and is required to handle all such data in line with NDPR, CBN, and PCI-DSS standards. We also work with secure third-party partners for hosting, analytics, and Customer support, who may process limited data on our behalf under confidentiality and data-protection agreements.

When you use Makesales, you may collect and store personal information from your Customers—for example, their names, addresses, and contact details. You agree to use that data only for legitimate business purposes, such as completing sales, sending order updates, or providing Customer support. You must not misuse, resell, or share your Customers’ Personal Data with third parties without consent. You are responsible for complying with applicable data protection laws when handling Customer information collected through your Makesales store or WhatsApp Commerce account.

We retain your data for as long as your Account is active or as needed to provide the Services. If you close your Account, we’ll keep your data for up to 90 days in case you wish to reactivate or retrieve it. After that, your data will be permanently deleted unless we are legally required to retain it (for example, for tax or regulatory purposes). You can also request deletion of your data earlier by contacting our support team at support@usemakesales.com , and we’ll process your request in line with NDPR guidelines.

This section summarizes how we handle data, but our detailed Privacy Notice provides a full breakdown of how information is collected, used, stored, and shared. By using Makesales, you agree to that notice as part of these Terms.

10. Intellectual Property (IP)

Our Website and Services include proprietary technology, design elements, trademarks, and content that are protected under intellectual property laws. This section explains what rights you have—and don’t have—when it comes to using our platform and its materials.

10.1 What Belongs To Makesales

All rights, title, and interest in and to the Makesales platform, including its software, Website, mobile app, templates, designs, user interface, databases, and underlying technology, belong to Papstra Services Limited, its affiliates, or its licensors. The Makesales name, logo, and all related product and service names are trademarks or registered trademarks of Papstra Services Limited. You may not copy, modify, reverse engineer, resell, or distribute any part of the platform or its content without our written permission.

Your use of the platform gives you a limited, non-exclusive, and non-transferable licence to access and use Makesales only for running your own business in compliance with these Terms. This licence does not give you ownership of any intellectual property belonging to Papstra Services Limited or its affiliates.

10.2 What Belongs To You

You retain ownership of all Content you upload or create on Makesales, including product photos, videos, business names, descriptions, logos, and other materials you provide. By uploading this Content, you grant Papstra Services Limited a worldwide, non-exclusive, royalty-free licence to use, store, reproduce, display, and distribute it solely for the purpose of operating, promoting, and improving the Services. For example, we may display your store name or products in marketing materials or on social media to showcase how merchants use Makesales. You confirm that you own or have permission to use everything you upload and that your Content does not infringe on anyone else’s rights .

If we receive a valid complaint or takedown request under Nigerian or international IP laws, we may remove the infringing content and notify you. If you believe that content has been wrongly removed, you can contact us with supporting evidence, and we’ll review the claim promptly. You are solely responsible for resolving disputes arising from your Content and for any resulting costs or claims.

10.3 Use of Templates, Designs, and Tools

When you use Makesales’ templates, themes, or design tools, you’re allowed to customize and publish them for your store or marketing materials. However, the templates themselves remain the property of Makesales. You cannot copy, resell, or distribute them outside the platform.

10.4 Third-Party Content

Some features on Makesales may include third-party content, open-source software, or integrations (like WhatsApp, Monieswitch APIs, or analytics tools). These are provided under the terms set by their respective owners. Using those services means you also agree to follow their licences and usage terms.

10.5 Use of Makesales Brand

You may refer to Makesales or display our logo only for legitimate purposes such as showing that your business runs on Makesales or linking to your Makesales store. Any other promotional or commercial use of our brand or trademarks requires prior written consent.

11. Your Responsibilities as a Merchant

Using Makesales means more than just creating a store or sharing a payment link. You are running a business, and that comes with responsibilities. This section explains what’s expected of you when using the platform.

You agree to keep all details in your Account—such as your business name, contact information, and bank account—accurate and current. Any change that affects payments, orders, or Customer service must be updated immediately in your dashboard. Providing false, incomplete, or misleading information may result in delayed settlements or suspension of your Account.

Everything you sell on Makesales must be genuine, accurately described, and legally allowed. You are responsible for:

• Writing clear product descriptions and pricing.
• Displaying correct photos and specifications.
• Updating stock availability to avoid selling items you don’t have.
• Fulfilling orders within the time you promise your Customers.
• Misleading listings, false advertising, or selling restricted products violate these Terms and may lead to removal of your store or termination of your Account.

Your Customers are your responsibility. You are expected to respond to Customer inquiries promptly, deliver products or services as promised, and handle complaints or refunds fairly. If a Customer raises a dispute through Makesales or Monieswitch, we may ask you to provide proof of fulfilment or communication. Failure to cooperate may affect your payment settlements or result in Account restrictions. Makesales and Papstra Services Limited are not parties to your sales contracts. We do not guarantee or mediate Customer satisfaction beyond providing tools that help you manage your business.

You must comply with all laws and industry standards that apply to your business, including consumer protection, advertising, data protection, and taxation rules. If your business operates in a regulated sector such as food, healthcare, or financial services, you are responsible for securing any required licences or approvals. We may request copies of your business registration, tax identification number, or other documents to verify compliance.

You are responsible for calculating, collecting, and remitting any taxes associated with your sales. Makesales does not act as your tax agent and will not file or pay taxes on your behalf. We recommend that you keep detailed records of your Transactions, invoices, and settlements for audit and accounting purposes.

If you contact Customers through WhatsApp, email, or SMS using Makesales tools, you must do so respectfully and within consent limits. Avoid sending spam, misleading offers, or mass promotions to people who have not opted in. You are solely responsible for the content of your communications and for ensuring that all marketing complies with applicable advertising and privacy laws.

At times, Makesales or Monieswitch may need your assistance to verify a Transaction, investigate suspicious activity, or comply with a regulatory request. You agree to cooperate promptly and provide any documentation or clarification needed. Failure to cooperate may lead to temporary holds on your funds or suspension of your Account until the matter is resolved.

If you grant access to employees or agents under your Account, you are solely responsible for their actions. Make sure they understand these Terms and use Makesales properly. Any breach by your team is treated as a breach by you.

12. Confidentiality

Makesales will treat all information you share with us in confidence. We will not disclose your Confidential Information to anyone except:

• employees, contractors, or partners who need it to deliver the Services;
• Monieswitch and other trusted service providers who assist with payments, hosting, or compliance; or
• regulators, banks, or authorities if we are legally required to do so.

In all cases, we ensure that anyone who receives such information is bound by confidentiality obligations equal to or stricter than those in this section.

You also agree to treat Makesales’ Confidential Information with care and not disclose it to third parties without our written consent. This includes any non-public details about our platform, systems, pricing, or technology that you gain access to through your Account. You may only use our Confidential Information to operate your store or perform activities allowed under these Terms.

Information is not considered confidential if it:

• becomes public through no fault of the receiving party,
• was already lawfully known before being shared,
• is independently developed without reference to the confidential information, or
• must be disclosed by law, court order, or government request (provided the party required to disclose gives notice where legally possible).

Both you and Makesales must keep each other’s Confidential Information secure and private for as long as it remains confidential, even after your Account is closed or these Terms end.

13. Service Suspension and Termination

While Makesales works to provide continuous, reliable access to its platform and services, there may be circumstances where we need to suspend or permanently restrict access for operational, legal, or security reasons. Likewise, Merchants may choose to stop using the platform at any time. This section explains when access may be restricted or terminated, and what happens afterward.

13.1 Suspension or Termination by Makesales

We reserve the right to suspend, restrict, or permanently terminate your access to Makesales, with or without prior notice, if we determine at our discretion that:

• You have violated these Terms, our Acceptable Use Rules, or any applicable law or regulation.
• Your activity poses a risk to the security, integrity, or reputation of the Makesales platform.
• Your Account or payment activity is connected to suspected fraud, scams, money laundering, or other unlawful conduct.
• You attempt to manipulate sales, payments, analytics, or system processes in a dishonest or abusive manner.
• We are required to act by law enforcement, regulatory authorities, or a court order.
• We detect automated usage, network abuse, or any technical interference with our platform.
• We believe, for any reason not stated above, that suspension or termination is necessary to protect the platform or its users.

In the event of a suspension, your access to certain features such as your online store, invoicing tools, or payment modules may be temporarily limited while we investigate. If permanent termination is enforced, your Account may be disabled and access to your store data, analytics, and payment history may be removed after the retention period defined in Section 9 and our Privacy Notice.

Although we are not required to provide prior notice, we aim to communicate transparently through official channels, such as email or in-app notifications, whenever appropriate.

13.2 Termination by the Merchant

You may stop using Makesales at any time. While no advance notice is required, we recommend closing any active orders, exporting your data, and ensuring all settlements have been completed before you deactivate your Account.

Deleting your Account will remove access to your dashboard, store, and reports. However, certain business records (such as Transaction data, invoices, and payment logs) may continue to exist for legal, accounting, or compliance purposes in line with our data retention policy. If you wish to request deletion or anonymization of Personal Data subject to privacy laws, you can contact our support team at support@usemakesales.com. We will review and process your request in line with applicable data protection regulations.

13.3 Effects of Suspension or Termination

Suspension or termination of your access to Makesales, whether initiated by you or by us, may result in the following consequences:

• Pending Transactions may be delayed or cancelled.
• Settlement of funds through Monieswitch may be paused while compliance checks or investigations are completed.
• Access to your dashboard, analytics, and historical data may be disabled.
• Your store or catalog may no longer be visible to Customers.
• Any unused premium features, promotional credits, or rewards may be forfeited.

Makesales is not responsible for any loss of earnings, opportunities, or reputation that results from a lawful suspension or termination. If we later determine that your Account was suspended in error, we will restore access and work to minimise any disruption to your business.

14. Limitation of Liability and Disclaimers

Makesales is built to provide a secure and reliable platform for merchants to manage their business, sell online, and receive payments. However, as with any online service, there are practical limitations and risks outside our control. This section explains the extent of our responsibility and your acceptance of those limitations when using the platform.

14.1. Use at Your Own Risk

You understand and agree that you use Makesales at your own risk. The platform is provided “as is” and “as available”, without any warranties of any kind whether express, implied, or statutory. This includes, warranties of merchantability, fitness for a particular purpose, accuracy, or reliability. We do not guarantee that Makesales will always be uninterrupted, error-free, or completely secure. While we take reasonable measures to maintain uptime, protect user data, and prevent fraud, technical errors, third-party disruptions, and malicious activities can still occur.

You acknowledge that your experience may be affected by issues such as:

• Internet connectivity problems, device errors, or browser incompatibility.
• Service interruptions caused by hosting providers or external platforms like WhatsApp or Monieswitch.
• Delays or failures in payment settlement due to third-party networks or banking systems.
• Human error, software bugs, or routine maintenance that may temporarily affect access.

14.2. Limits on Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, MAKESALES, ITS AFFILIATES (INCLUDING MONIESWITCH AND ITS AFFILIATES), OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND LICENSORS SHALL NOT BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES. THIS INCLUDES (WITHOUT LIMITATION) LOSS OF PROFITS, LOSS OF BUSINESS OPPORTUNITIES, DATA LOSS, BUSINESS INTERRUPTION, REPUTATIONAL DAMAGE, OR ANY COST ARISING FROM UNAUTHORIZED ACCESS TO YOUR ACCOUNT EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

OUR TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS RELATED TO YOUR USE OF THE PLATFORM, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, OR OTHERWISE, SHALL NOT EXCEED THE GREATER OF (I) THE TOTAL TRANSACTION FEES (IF ANY) PAID TO MAKESALES OR MONIESWITCH IN THE THREE (3) MONTHS PRECEDING THE CLAIM, OR (II) ₦100,000 (ONE HUNDRED THOUSAND NAIRA).

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, SO PARTS OF THIS CLAUSE MAY NOT APPLY TO YOU IN FULL, BUT IT WILL APPLY TO THE MAXIMUM EXTENT PERMITTED BY LAW.

14.3. No Liability for Third-Party Failures

Makesales integrates with external services such as Monieswitch, WhatsApp, cloud hosting providers, analytics tools, and other partners. We do not control these systems and cannot guarantee their performance or availability. We are not responsible for any downtime, Transaction failure, or data loss caused by third-party systems, including:

• Delayed or failed payments due to banking or network issues.
• Errors within WhatsApp or other integrated platforms.
• Identity verification or KYC errors by Monieswitch or other service providers.
• Phishing, social engineering, or impersonation scams occurring outside the Makesales interface.

You are responsible for verifying that you are accessing the official Makesales and Monieswitch websites or apps and for maintaining strong security practices on your own devices and accounts.

14.4. Service Changes and Platform Risks

We may improve, update, or modify Makesales from time to time to enhance performance or comply with new laws. These changes may temporarily affect how the platform or certain features operate. We do not guarantee that every update will be compatible with all devices or configurations.

We are also not responsible for any interruptions or losses arising from scheduled maintenance, integration changes with WhatsApp or payment partners, or new legal or regulatory requirements imposed on digital business tools.

14.5. Indemnification

You agree to indemnify, defend, and hold harmless Makesales, Monieswitch, and their respective directors, officers, employees, and affiliates from any and all claims, losses, damages, liabilities, or expenses (including reasonable legal fees) that arise from:

• Your use of Makesales or Monieswitch Services.
• Your violation of these Terms or applicable laws.
• Any product, service, or content you sell, upload, or promote through Makesales.
• Any dispute between you and a Customer or third party.
• Your misuse of Customer data or violation of privacy obligations.

This indemnity will continue even after you stop using Makesales or your Account is terminated.

15. Merchant-to-Makesales Dispute Resolution

At Makesales, we strive to maintain a fair, transparent, and responsive relationship with all users. However, if a disagreement arises between you and Makesales concerning our platform, Services, or these Terms, this section outlines how we aim to resolve it starting with informal communication and escalating, if necessary, to formal alternative dispute resolution.

15.1. Informal Complaint Process

If you have a concern or dispute with Makesales, you agree to first contact us directly by sending an email to support@usemakesales.com. We will make every reasonable effort to understand your complaint and resolve it within fourteen (14) days of receiving your email. Our goal is to resolve most matters without the need for external mediation or legal action.

15.2. Mediation

If no resolution is reached within fourteen (14) days of initiating contact, either party may initiate mediation. Mediation shall be conducted in English, under the laws of the Federal Republic of Nigeria. Both parties will work together in good faith to jointly select a single neutral mediator within a further fourteen (14) days.

If the parties cannot agree on a mediator within the given timeline, either party may apply to the Lagos Multi-Door Courthouse (LMDC) to appoint one, and the matter shall proceed under the LMDC Mediation Procedure Rules or such other mutually agreed rules. Mediation may be conducted online to reduce time and cost.

15.3. Binding Arbitration

If mediation does not resolve the dispute within thirty (30) days from the date mediation was initiated, either party may request final resolution through binding arbitration, except for disputes relating to injunctive or equitable relief. The arbitration will:

• Be governed by the Arbitration and Mediation Act, 2023 (Federal Republic of Nigeria), or any successor legislation;
• Be conducted in English;
• Involve a single arbitrator jointly appointed by the parties within fourteen (14) days of arbitration being invoked;
• Proceed online, via phone, video call, or written submissions, unless both parties agree otherwise;
• Result in a final and binding award enforceable in any court of competent jurisdiction.

If the parties cannot agree on an arbitrator within the timeline specified to appoint one, either may apply to the Director of the Lagos Multi-Door Court-House to appoint one. Should arbitration be found unenforceable or unavailable, or if urgent interim relief is required, you agree to submit to the jurisdiction of the courts in Nigeria or the jurisdiction where Makesales is domiciled.

15.4. Confidentiality of Proceedings

All communications, documents, and outcomes related to the mediation or arbitration process are considered strictly confidential and may not be shared with third parties without written consent, except as required by law or court order, or to enforce an arbitration award. This includes written submissions, oral communications, evidence, settlements, and the final judgment. However, documents or facts that are independently discoverable or already public are not protected by this confidentiality obligation.

15.5. Limitations and Class Action Waiver

All claims you bring against Makesales must be resolved in accordance with this section. Filing a claim outside of this process constitutes a breach of these Terms. If you file an improperly brought claim and fail to withdraw it upon notice, Makesales may seek recovery of legal fees and associated costs. You also agree that:

• Any legal claim or cause of action you may have relating to the Services must be initiated within one (1) year after it arises, or it will be permanently barred.
• You may only resolve disputes with Makesales on an individual basis. You expressly waive any right to participate in a class action, class arbitration, or any similar joint or consolidated proceeding.

16. Modifications to the Terms

Makesales is an evolving platform operating within a dynamic and fast-paced technological and regulatory environment. As such, we may need to update or modify these Terms of Service from time to time to reflect changes in our services, legal requirements, operational policies, or security practices. This section explains how changes to the Terms will be communicated and what your continued use of the platform means.

16.1. Right to Modify

We reserve the right to update, revise, or replace any part of these Terms at our sole discretion. Changes may be made for various reasons, including (but not limited to) updates to feature expansions, changes to dispute resolution mechanisms, the integration of new technologies, or adjustments to comply with new regulations .

Any modification will become effective once it is published on the official Makesales Website or platform interface, unless a later effective date is specified. For significant changes that may materially affect your rights or obligations, we will make reasonable efforts to notify you, for example, through a dashboard message, banner notification, or email, where applicable.

16.2. Your Continued Use as Acceptance

By continuing to access or use the Makesales platform and Services after changes to the Terms have been published, you confirm that you have read and agree to be bound by the revised Terms. If you do not agree with any changes, you should discontinue your use of the platform and our Services.

Your continued activity on the Website and platform, including updating your inventory, making sales, or using any tools under Makesales tool suite, constitutes your legal acceptance of the updated Terms.

16.3. Version History and Review

To promote transparency, we may provide a summary of material changes and retain an accessible version history of these Terms. However, it is your responsibility to check the most current version of the Terms regularly , especially before entering into high-value contracts or participating in time-sensitive activities such as disputes or withdrawals.

You can determine when the Terms were last updated by reviewing the "Last Updated" date at the top of the document.

17. Miscellaneous Provisions

This section contains general legal terms that apply to the agreement between you and Makesales. These provisions ensure the Terms are interpreted consistently and fairly, even in the event of disputes, changes in law, or platform restructuring.

17.1. Entire Agreement

These Terms of Service, along with any other legal notices or policies referenced or published on the Makesales platform such as the Privacy Notice, constitute the entire agreement between you and Makesales. They replace any prior understandings, discussions, or communications regarding the platform and its services.

17.2. No Waiver

If we do not immediately enforce any part of these Terms, it does not mean we have waived our right to do so later. Any waiver of rights or enforcement must be made in writing and signed by an authorized representative of Makesales. The failure to enforce a particular provision shall not affect our right to enforce it at a later date.

17.3. Severability

If any provision of these Terms is found to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the remaining provisions will continue in full force and effect. Wherever possible, the affected provision shall be interpreted in a way that most closely reflects the original intent, and remains valid to the extent permitted by law.

17.4. Assignment

You may not assign or transfer any of your rights or obligations under these Terms without our prior written consent. We may assign or transfer our rights and obligations under these Terms without restriction, including as part of a corporate restructuring, merger, or acquisition.

17.5. Force Majeure

Makesales shall not be held liable for any delay or failure to perform obligations under these Terms due to events beyond our reasonable control. These may include but are not limited to: natural disasters, acts of war or terrorism, pandemics or endemics, labor strikes, utility failures, internet disruptions, smart contract vulnerabilities, or actions taken by government authorities.

17.6. Relationship of the Parties

No agency, partnership, joint venture, or employment relationship is created between you and Makesales as a result of these Terms or your use of the platform. You do not have any authority to bind Makesales in any way, and vice versa.

17.7. Governing Law

Unless otherwise required by applicable law, these Terms shall be governed by and interpreted in accordance with the laws of the Federal Republic of Nigeria, without regard to its conflict of law principles.

18. Contact Us

If you have any questions about these Terms of Service, your rights and obligations under them, or your experience with the Makesales platform, we encourage you to reach out to us. For support inquiries, dispute escalation, technical issues, or feedback, you can contact us through any of the following official channels:

• Email: support@usemakesales.com

We aim to respond to all inquiries promptly and in accordance with the severity and nature of the issue raised. For requests relating to data access, correction, or deletion under applicable privacy laws, please allow up to 30 days for a formal resolution, unless expedited by regulation.