General Terms of Use

3. Eligibility and Account Registration

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.

3.1. Account Obligations

To access certain features (building a store, tracking inventory, or processing payments), you must create an account. You agree to:

• Provide complete and truthful details when signing up.
• Keep your information up to date at all times.
• Use a secure password and keep your login credentials confidential.

You are fully responsible for any activity that occurs under your account, whether authorized or not. Each business or individual may maintain only one active Makesales account, unless expressly approved by Makesales. Duplicate, fake, or misleading accounts may be suspended or merged at our discretion.

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

4. Our Services

Makesales provides a cloud-based business management platform that allows individuals and organizations to build an online presence, manage sales, accept payments, and analyze performance.

4.1. Service Tools

Our Services include tools such as:

• Website creation.
• Online catalog management and invoicing.
• Payment processing (through Monieswitch, our licensed partner).
• Customer management and related business-support features.

We may update or expand the Platform by adding new tools or modifying existing features. Some features may be free, while others may require a subscription or separate agreement. Access to certain modules may depend on verification requirements, geographic restrictions, or compliance with applicable laws. Makesales reserves the right to determine which Services are available to each user at any time.

Use of Makesales is subject to these Terms as well as any additional product-specific terms or policies referenced within the Platform.

5. Using the Platform Responsibly

All users must act responsibly and lawfully. You agree not to misuse our services or engage in behavior that could harm Makesales, other users, or the integrity of our systems.

5.1. Prohibited Use

You must not use the Platform in any way that:

• Violates any applicable law or regulation.
• Harms, defrauds, or misleads others.
• Disrupts or interferes with the normal operation of the Platform.
• Gains unauthorized access to accounts, networks, or data.
• Uploads or transmits malicious code, spam, or automated scripts.
• Harasses, discriminates, or abuses others (verbal, written, or otherwise) across the Platform.

You must not attempt to damage, overload, or compromise Makesales systems or security features, including:

• Reverse-engineering, modifying, or decompiling our software.
• Using automated tools (such as bots or scrapers) to extract data.
• Circumventing authentication or security measures.
• Interfering with servers, APIs, or any connected systems.

We expect all users to treat others with respect and professionalism. Harassment, discrimination, or any form of abuse, verbal, written, or otherwise, is strictly prohibited across the Platform, including within customer communications, community spaces, or support channels. If we determine that you have violated these Terms or misused the Platform, we may take action including:

• Restricting or suspending your Account.
• Removing offending content or data.
• Reporting activity to law enforcement or regulators when legally required.
• Terminating your access to Makesales Platform entirely.

We reserve the right to make these decisions at our discretion in order to protect our users, systems, and reputation.

6. How We Manage Your Data

Protecting your personal data is a key aspect of our relationship with you and is required of us by relevant Data Protection Regulation. Whenever you use our Platform, you consent to the collection, storage, transfer, and use of your personal data as described in our Privacy Notice. This includes any information you choose to provide that is deemed sensitive under applicable laws and regulations. Please review our Privacy Notice in order to better understand our commitment to maintaining your privacy and protecting your data, as well as the terms on which we process any personal information that we collect from you or that you provide to us. The Privacy Notice is available on our website at https://www.makesales.com. By using the Platform, you agree to the Privacy Notice and consent to the processing of any personal data described in the Privacy Notice and you warrant that all data that you provide to us is accurate.

6.1. Intellectual Property (IP)

All rights, title, and interest in the Makesales Platform including its software, website, mobile app, code, design, layout, templates, and user interface belong exclusively to Papstra Services Limited or its licensors.

The Makesales name, logo, and any related product or service names are trademarks or registered trademarks of Papstra Services Limited. Nothing in these Terms grants you any ownership rights or license to reproduce, modify, distribute, or commercially exploit any part of the Platform beyond what is expressly permitted.

6.2. User Content

You retain ownership of all User Content you upload or share through Makesales. By submitting User Content, you grant Makesales a worldwide, royalty-free license to use, display, host, reproduce, and distribute that content solely for the purpose of operating, improving, or promoting the Platform.

Makesales may integrate with third-party platforms or include content, software, or APIs provided by others. These remain the property of their respective owners and are governed by their own terms. Your use of such third-party tools or integrations constitutes your acceptance of their separate terms and privacy policies.

If you believe that any content on the Platform infringes your copyright, trademark, or other intellectual property rights, please contact us at support@makesales.com. with sufficient information to verify your claim. We’ll review and, if appropriate, remove the content in accordance with applicable laws.

6.3. Prohibited Actions

• Copy, reverse-engineer, or modify the software.
• Use the Platform to build a competing service.
• Sell, lease, or sublicense any Makesales feature or technology.
• Remove or alter any copyright or trade mark notices.

7. Service Availability and Maintenance

We work hard to keep Makesales available, secure, and running smoothly. However, the Platform and its features are provided "as is" and "as available." We do not guarantee that Makesales will be free from interruptions, errors, or delays, or that all features will always work as expected.

Access to the Platform may occasionally be affected by factors beyond our control including internet connectivity issues, hardware failures, service provider outages, or third-party integrations. While we can’t promise constant uptime, we monitor performance continuously and take reasonable steps to minimize disruptions.

From time to time, we perform scheduled updates or maintenance to improve security, speed, or functionality. Whenever possible, we’ll notify users in advance through the Platform, email, or our social media channels. During these maintenance periods, certain features may be temporarily unavailable.

Makesales may update, enhance, or modify its software and services at any time. This may include adding new features, discontinuing old ones, or changing how certain tools work. We’ll always aim to make these updates seamless, but your continued use of the Platform after updates means you accept the latest version of our Services.

Some Makesales features rely on third-party systems and integrations including cloud hosting providers, payment processors, messaging tools, and analytics partners. We carefully select and monitor these providers but do not control their operations. As such, Makesales cannot be held responsible for any service interruptions, downtime, or data loss caused by these external systems.

If you experience technical problems or notice an outage, you can contact our support team at support@makesales.com. Providing clear details (such as screenshots, timestamps, or affected features) helps us resolve issues faster. We prioritize urgent cases affecting payments, account access, or platform security.

8. Limitation of Liability and Disclaimers

8.1. Disclaimers ("As Is")

The platform is provided "as is" and "as available," without any warranties of any kind (express, implied, or statutory), including warranties of merchantability or fitness for a particular purpose. We do not guarantee that Makesales will always be uninterrupted, error-free, or completely secure.

You use Makesales at your own risk.

8.2. Limits on Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, MAKESALES, ITS AFFILIATES (INCLUDING MONIESWITCH), 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.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.

Our total aggregate liability for all claims related to your use of the Platform shall not exceed the greater of (i) the total transaction fees paid to Makesales or Monieswitch in the three (3) months preceding the claim, or (ii) ₦100,000 (One Hundred Thousand Naira).

8.3. No Liability for Third-Party Failures

Makesales integrates with external services, payment processors, 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. You are responsible for verifying that you are accessing the official Makesales websites or apps and for maintaining strong security practices on your own devices and accounts.

Our Services may also contain links to third-party websites or services that are not owned or controlled by us. Makesales has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third-party websites or services. You further acknowledge and agree that Makesales shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such websites or services.

8.4. 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.

8.5 No Professional Advice

All materials and information provided through Makesales are for general use and convenience. We do not provide legal, tax, financial, or business advice. You should consult qualified professionals before relying on information obtained through the Platform.

8.6 No Liability for Merchant Defaults

Makesales provides the technology that enables Merchants to create online stores, share catalogs, and process payments through Monieswitch. However, Makesales is not a party to any transaction between a Merchant and a Customer. We do not own, produce, or control the products or services offered by Merchants on the Platform. Accordingly, we are not responsible for:

• the quality, safety, legality, or delivery of any product or service sold through Makesales;
• errors, misrepresentations, or delays by merchants;
• Customer dissatisfaction, failed deliveries, or unfulfilled promises; or
• any disputes that arise between a Merchant and a Customer.

All transactions, refunds, warranties, and guarantees are the sole responsibility of the merchant. Customers are encouraged to verify the reputation and reliability of a merchant before making any purchase.

Makesales may, at its discretion, facilitate communication or provide support in resolving disputes, but we are not obligated to intervene or assume liability for any outcome arising from merchant behavior or default.

8.7. No Liability for Payment Defaults

Payments made through the Makesales Platform are processed by Monieswitch, a licensed payment service provider. While Makesales integrates with Monieswitch to facilitate transactions, Makesales itself does not process or control the movement of funds.

Accordingly, Makesales is not responsible for:

• delayed, failed, or reversed transactions;
• losses caused by network errors, system downtime, or bank processing delays;
• chargebacks, refunds, or disputes between merchants and customers; or
• settlement delays resulting from incorrect account details, compliance checks, or regulatory requirements

All payment processing, settlement timelines, and refund policies are governed by Monieswitch Terms of Use and the applicable banking regulations. Users and merchants are encouraged to review those terms before initiating transactions through Makesales. If a payment-related issue arises, Makesales may assist in facilitating communication between the parties and Monieswitch but does not bear financial or legal responsibility for any resulting loss or inconvenience.

8.8 Indemnification

You agree to indemnify, defend, and hold harmless Makesales and their respective directors, officers, employees, and affiliates from any and all claims, losses, damages, liabilities, or expenses (including reasonable legal fees) that arise out of or resulting from your acts or omissions of negligence or wrongdoing or your breach of any of these Terms. You agree to cooperate fully with Makesales in the defense or settlement of any such matter and not to settle any claim in a way that imposes obligations on Makesales without our prior written consent. This indemnity will continue even after you stop using Makesales or your Account is terminated.

10. 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.

10.1 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.

10.2. 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.

10.2. 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.

10.3. 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.

10.4. 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.

11. 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 Use 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.

11.1. 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.

11.2. 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, constitutes your legal acceptance of the updated Terms.

11.3. 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.

12. 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.

12.1. Entire Agreement

These Terms of Use, 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.

12.2. 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.

12.3. 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.

12.4. 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.

12.5. 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, labor strikes, utility failures, internet disruptions, smart contract vulnerabilities, or actions taken by government authorities.

12.6. 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.

12.7. 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.

13. Contact Us

If you have any questions about these Terms, you can contact us: