Terms of Service

These Terms of Service (the “Terms”) form a binding agreement between you and {{COMPANY_NAME}} ({{CAC_RC_NUMBER}}), a company incorporated in Nigeria with its registered office at {{REGISTERED_ADDRESS}} (“Zylo”, “we”, “us”, or “our”). They govern your access to and use of the Zylo platform, website, dashboards, APIs, and any related products or services (together, the “Services”).

By clicking “Create account”, logging in, or otherwise using the Services, you confirm that you have read, understood and agree to these Terms. If you do not agree, you must not use the Services.

Merchant

A natural person or registered business that has created a Zylo account to operate one or more online stores.

Shopper

Any end-customer who visits a Merchant's storefront and places (or attempts to place) an order.

Content

Any text, images, product data, pricing, logos, copy, domain names, videos, or other material that a Merchant uploads, publishes, or transmits through the Services.

Platform

The software, infrastructure, templates and tooling that Zylo provides to Merchants to create and operate a storefront, accept orders, manage inventory, and related commerce operations.

Paystack

Paystack Payments Limited, a CBN-licensed Payment Solution Service Provider through which all card, bank-transfer and USSD transactions on the Platform are processed.

Subscription

A recurring paid plan (Growth, Scale or any successor plan) a Merchant elects to purchase for access to plan-specific features.

Transaction

A payment made by a Shopper on a Merchant's storefront, processed end-to-end by Paystack and settled to the Merchant's registered bank account.

To create an account and use the Services, you must:

• be at least 18 years of age;
• have legal capacity to enter into a binding contract under Nigerian law;
• be an individual resident in, or a business duly registered in, Nigeria; and
• not be barred from receiving the Services under any applicable law, regulation, sanction regime, or prior termination by us.

If you are creating an account on behalf of a business, you represent that you are authorised to bind that business to these Terms.

You must provide accurate, current and complete information during registration and keep it up to date. You are solely responsible for all activity under your account, whether or not authorised by you, and for safeguarding your credentials.

You agree to:

• use a strong, unique password and enable any available multi-factor authentication;
• notify us without undue delay at fagbelustephen@gmail.com if you suspect any unauthorised access to or use of your account;
• not share your login credentials with anyone who is not an authorised staff member on your plan.

On plans that permit additional staff seats, you may invite team members to access your account under roles you assign. You are responsible for every action taken by a staff member through your account — including orders placed, products published, settings changed and payouts initiated — as if you had taken the action yourself. You must revoke staff access promptly when a team member leaves your organisation.

You retain all ownership rights in your Content. You are solely responsible for your Content, including its legality, accuracy, ownership of necessary rights, and compliance with applicable law.

You grant Zylo a worldwide, non-exclusive, royalty-free licence to host, store, reproduce, transmit, modify (for technical purposes such as resizing), display and distribute your Content solely to the extent necessary to operate, provide, promote and improve the Services. This licence ends when you remove the Content from the Services or close your account, except where we are required to retain copies for legal, regulatory, or backup purposes.

You must not use the Services to sell, promote, distribute, store, or attempt to transact in any of the following (the list is illustrative, not exhaustive):

• firearms, ammunition, explosives, weapons, or any item requiring a Nigerian firearms licence;
• controlled drugs, prescription-only medicines (without valid licensure), or recreational narcotics;
• counterfeit, pirated or otherwise infringing goods, including products bearing trademarks you do not own or licence;
• pyramid schemes, Ponzi schemes, or any “get-rich-quick” offering;
• live animals, human organs, remains or tissue;
• adult sexual content, escort services, or any sexually explicit material outside of channels expressly regulated under Nigerian law;
• gambling products or services not licensed under the applicable Nigerian state lottery or gaming law;
• stolen goods, hacked accounts, or data acquired without consent;
• any goods, services or activity prohibited under Nigerian federal or state law, or sanctioned by the Central Bank of Nigeria's prohibited-merchant categories.

You must also not misuse the Services themselves. In particular, you must not: (i) probe, scan or test the vulnerability of any system without prior written permission; (ii) bypass authentication, rate limits, or any security mechanism; (iii) use the Services to send spam or unsolicited commercial communications; (iv) upload malicious code; (v) scrape the Services or reverse-engineer any part of them; or (vi) use the Services in a way that could damage, disable, overburden, or impair them.

As a Merchant, you agree to:

• comply with all Nigerian tax obligations applicable to your business, including VAT where applicable, and issue any receipts, invoices, or tax documentation legally required;
• complete any KYC / identity-verification steps we request where required to accept payments (e.g. BVN or NIN submission as required by Paystack);
• publish honest, accurate product information, pricing, stock and delivery availability;
• publish and honour your own store's refund, return, shipping, and privacy policies (editable in your dashboard);
• respond to Shopper enquiries and disputes within 5 business days;
• comply with the Federal Competition and Consumer Protection Act 2018 and any other applicable consumer-protection law.

All Transactions on the Platform are processed by Paystack. When a Shopper pays, the funds move from the Shopper's payment instrument directly into your nominated Nigerian bank account through Paystack's licensed settlement rails. Zylo never holds or takes custody of your funds. We do not act as a Payment Service Provider and are not licensed by the Central Bank of Nigeria to do so.

Paystack fees. Paystack charges a transaction fee (currently 1.5% capped for local cards, with international-card, bank-transfer and USSD rates published on paystack.com). That fee is payable to Paystack and is deducted from each Transaction before settlement. Zylo does not receive any share of that fee.

Subscription fees. If you subscribe to a paid plan, the recurring plan fee is billed in Nigerian Naira at the amount shown on your pricing page at the time of subscription. Plan fees are billed in advance (monthly or annually, per your selection) and are non-refundable except as set out in Section 10.

Taxes. Subscription prices may be stated exclusive or inclusive of VAT as indicated on the pricing page. You are responsible for any taxes that apply to your own sales to Shoppers and for issuing any tax documentation your business is required to issue.

Shopper refunds. Refunds to Shoppers are managed entirely by you as the Merchant, in accordance with your own published refund policy. Zylo provides tooling in the dashboard to initiate a Paystack refund, but the funds are returned out of your bank balance via Paystack — not from Zylo.

Chargebacks. If a Shopper disputes a charge, Paystack will notify you and may debit the disputed amount from your settlement balance pending resolution. You agree to respond to chargeback notices promptly and to provide evidence required to defend a dispute.

Subscription refunds. If you cancel a paid Subscription, Zylo will refund the unused portion of any pre-paid annual term on a pro-rated basis. Monthly Subscriptions are non-refundable after the current billing period begins. No refund is due where a Subscription is terminated by us for cause (see Section 13).

The Platform, including all Zylotrade marks, the “Zylo” name and wordmark, the Z-bolt logomark, software, source code, databases, layout, designs, documentation, and default templates, is owned by or licensed to {{COMPANY_NAME}}. Nothing in these Terms transfers any of those rights to you.

You grant us permission to use your trade marks, store name, and publicly available screenshots of your storefront for the limited purpose of case studies, marketing materials, and promotion of the Services. You may withdraw this permission at any time by writing to {{LEGAL_EMAIL}}.

The Services rely on a number of third-party processors and infrastructure providers, each with their own terms and privacy policies:

• Paystack — payments processing and bank settlement.
• Supabase — database, authentication, and file storage.
• Upstash — cache (Redis) and background jobs (QStash).
• Email delivery provider — transactional email to you and your Shoppers.
• PostHog — product analytics (only where enabled).
• Sentry — error monitoring.
• Hosting provider — to run the application and serve requests.

Your use of the Services is also subject to the terms of any third-party service you elect to integrate with (for example, WhatsApp Business). We are not responsible for the availability, performance or security of any third-party service, though we choose them with care.

By you. You may close your account at any time from your dashboard or by writing to fagbelustephen@gmail.com. On closure, paid Subscriptions end at the end of the current billing period (save for the pro-rata annual-refund right above).

By us, for cause. We may suspend or terminate your account immediately and without refund if you materially breach these Terms, violate the acceptable-use list in Section 7, expose Zylo or any Shopper to legal or financial risk, or engage in fraudulent, deceptive or abusive conduct.

By us, for convenience.We may terminate your account for any reason on 30 days' written notice to your registered email address. In that case, we will refund any pre-paid Subscription amounts on a pro-rated basis.

On termination, you will be able to export your products, orders and customer data in a portable format for a period of 30 days before the data is permanently deleted (subject to any legal retention obligation set out in our Privacy Policy).

We may suspend your account, or specific features of the Services, on short or no notice where we reasonably believe immediate action is necessary to: (i) prevent fraud or chargeback abuse; (ii) protect the security of the Platform; (iii) comply with a legal or regulatory request; or (iv) investigate a credible complaint from a Shopper, law-enforcement agency or third-party rights-holder. Suspension is a temporary measure; we will resolve the underlying issue as quickly as practicable.

The Services are provided on an “AS IS” and “AS AVAILABLE” basis. To the maximum extent permitted by applicable law, we disclaim all warranties of any kind, whether express or implied, including but not limited to warranties of merchantability, fitness for a particular purpose, non-infringement, and uninterrupted or error-free operation.

We do not warrant that the Services will meet your requirements, will be compatible with your third-party services, or will produce any particular business outcome.

To the maximum extent permitted by applicable law, neither Zylo nor its directors, employees, or agents will be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, including loss of profits, goodwill, data, or use, arising out of or in connection with your use of (or inability to use) the Services, whether based in contract, tort, or any other legal theory.

Our total aggregate liability to you for all claims arising out of or in connection with these Terms or the Services, in any 12-month period, will not exceed the greater of: (a) ₦50,000; or (b) the total Subscription fees you paid to us in the 6 months immediately preceding the event giving rise to the claim.

Nothing in these Terms excludes or limits any liability that cannot lawfully be excluded or limited under Nigerian law, including liability for death or personal injury caused by negligence, or for fraud or fraudulent misrepresentation.

You agree to indemnify, defend and hold harmless Zylo, its directors, employees and agents from and against any and all claims, damages, losses, liabilities, costs and expenses (including reasonable legal fees) arising out of or in connection with: (i) your Content; (ii) your breach of these Terms or any applicable law; (iii) any transaction between you and a Shopper; or (iv) your infringement of any third party's intellectual property, privacy, or other right.

We are constantly improving the Services. We may add, change, discontinue or restrict access to features at any time. Where a change materially reduces a feature you rely on, we will give you reasonable advance notice, typically by email and an in-dashboard announcement.

We may amend these Terms from time to time. For any material change, we will notify you by email to your registered address and / or an in-dashboard notice at least 30 days before the change takes effect. Your continued use of the Services after the effective date constitutes your acceptance of the amended Terms. If you do not agree, you may terminate your account before the effective date.

These Terms, and any dispute or claim arising out of or in connection with them or their subject matter, are governed by and construed in accordance with the laws of Nigeria.

Subject to Section 21, you and we agree that the courts of Lagos State, Nigeria, have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with these Terms.

If a dispute arises between you and us, we agree to try to resolve it in the following order:

1. Informal negotiation. Notify us in writing at {{LEGAL_EMAIL}} setting out the nature of the dispute and the resolution you seek. We will engage in good-faith discussions for up to 30 days from receipt.
2. Mediation. If the dispute is not resolved through informal negotiation, either party may refer it to mediation administered by a recognised Nigerian mediation centre.
3. Arbitration. If mediation fails, the dispute will be finally resolved by arbitration under the Arbitration and Mediation Act 2023 by a sole arbitrator appointed in accordance with that Act. The seat of the arbitration will be Lagos State, and the language of the arbitration will be English.

Nothing in this Section prevents either party from seeking urgent interim or injunctive relief from a court of competent jurisdiction.

Entire agreement. These Terms, together with our Privacy Policy and any additional terms you accept when signing up for a specific feature, form the entire agreement between you and us regarding the Services and supersede any prior agreement.

Severability. If any provision of these Terms is held to be invalid or unenforceable, the remaining provisions will continue in full force and effect.

No waiver. Our failure to enforce any right or provision of these Terms will not be considered a waiver of that right or provision.

Assignment. You may not assign or transfer these Terms without our prior written consent. We may assign these Terms freely, including to an affiliate or in connection with a merger, acquisition, or sale of assets.

Contact. Questions about these Terms? Write to us at {{LEGAL_EMAIL}} or fagbelustephen@gmail.com.