Terms and Conditions for Merchants

Terms and Conditions for Merchants – WakaFoods Express Limited

1. OBJECT

1.1.

The purpose of these Terms and Conditions is to outline the relationship between WakaFoods Express Limited (“WakaFoods”) and the registered merchants (“MERCHANTS”). These conditions govern the offering of products and/or services by the MERCHANTS through the WakaFoods app (“APP”). Through the APP, WakaFoods will:

(a) Create and manage the store profile of the MERCHANT on the APP.

(b) Provide technology intermediation for generating customer leads, processing payments, and facilitating other services related to in-store sales and the delivery of products.

(c) Handle any incidents arising in connection with orders made via the APP.

 

The MERCHANT is the physical “retailer” or “seller” of food and drinks and is responsible for it. The MERCHANT may operate various establishments or stores (“AFFILIATES”), whose details must be provided to WakaFoods in advance for activation on the APP. If the MERCHANT has franchisees, they must disclose this to Wakafood and sign a “Franchisee Accession Form” to comply with these Terms and Conditions.

1.2.

For MERCHANTS using only Marketplace Services:

(a) WakaFoods shall not be liable for delivery services provided by the MERCHANT’s fleet of couriers, including associated costs, training, insurance, equipment, contracts, labour, or tax obligations. All such responsibilities lie fully with the MERCHANT.

(b) WakaFoods will act as a payment collection agent appointed by the MERCHANT to accept payments on the MERCHANT’s behalf through the payment processing feature on the APP. Payments made to WakaFoods (or an affiliate acting as WakaFood’s agent) will be considered payments made directly to the MERCHANT.

Both parties agree that their relationship under these Terms and Conditions is strictly a business relationship between independent entities. Both agree to collaborate in good faith on certain projects while maintaining independence in operations and presentation to the market.

2. TERM AND DURATION

2.1.

The MERCHANT agrees to keep its profile active on the APP during the hours provided to WakaFoods for a minimum period of Twelve (12) months from the date of acceptance of these Terms and Conditions, with automatic extensions for successive periods of the same length.

2.2. Either party wishing to terminate the relationship must provide the other party with at least Thirty (30) days’ written notice. Failure to do so by the MERCHANT will result in WakaFoods charging an additional TEN PERCENT (10%) of the total amount of transactions carried out through the App, and WakaFoods reserves the right to disable the MERCHANT’s profile on the APP. Breach of any obligations under these Terms and Conditions by either party may result in termination of the relationship if not rectified within FIFTEEN (15) days following notification. WakaFood reserves the right to restrict, suspend, or delete the MERCHANT’s products or profile on the APP with fifteen (15) days’ notice unless required by legal or regulatory obligations.

 

2.3. WakaFoods may amend or remove clauses or include additional clauses by informing the MERCHANT at least FIFTEEN (15) calendar days before the changes take effect. If the MERCHANT does not object within this period, the changes will be binding. Continued use of the APP by the MERCHANT after the changes take effect will be deemed as acceptance.

 

3.0 FINANCIAL CONDITIONS

3.1. Payment Structure:

The payment for using the WakaFoods app and for the delivery service provided by WakaFoods couriers (if such a service is agreed upon by both parties) will be calculated based on an agreed percentage (10%) plus VAT, derived from the gross sales (including products/services and applicable taxes) generated by the MERCHANT through the WakaFoods app (hereinafter, the “Service Fee”). The MERCHANT and WakaFoods acknowledge that the percentage for calculating the Service Fee has been mutually agreed upon in good faith, considering both parties’ conditions and needs.

 

The MERCHANT acknowledges that WakaFoods charges users a Service Fee for using the platform to enhance WakaFood’s overall services, expand the selection of vendors, and continuously improve the user experience.

 

3.2. Payment Collection Agent:

The MERCHANT designates WakaFoods as its payment collection agent for the sole purpose of accepting payments on the MERCHANT’s behalf through the payment processing feature provided by a third-party provider on the app. Payment to WakaFoods (or an affiliate acting on WakaFood’s behalf) is considered equivalent to payment made directly to the MERCHANT. WakaFoods is not responsible for cash transactions and will not act as an intermediary in such cases.

 

3.3. Payment to MERCHANT:

WakaFoods will pay the MERCHANT for all sales generated through the app, minus the Service Fee and any amounts owed by the MERCHANT in connection with the use of the app (hereinafter, the “Amount Payable”). Payments will be made as follows: (i) For sales generated from the 1st to the 15th of each month, WakaFoods will pay the Amount Payable within three (3) business days from the 5th of the following month; and

(ii) For sales generated from the 16th to the last day of the month, WakaFoods will pay the Amount Payable within three (3) business days from the 20th of the following month.

 

If the MERCHANT wishes to receive payments ahead of the standard payment schedule (hereinafter, “Advanced Payout”), they acknowledge and accept that a payment fee (the “Payment Fee”) will apply, determined in the Manager Portal before acceptance. This fee is in addition to the agreed Service Fee. The MERCHANT can unsubscribe from the Advanced Payout option at any time via the Manager Portal. If WakaFoods suspects fraud (e.g., the creation of fake orders), it may deactivate the Advanced Payout for the MERCHANT without prior notice. The MERCHANT acknowledges that Advanced Payouts will not be available if they have a negative balance due to pending invoices toward WakaFoods.

3.4. Activation Fee:

WakaFoods will not charge the MERCHANT an Activation Fee for registering on the app

3.6. Device Ownership:

The term “Device” may refer to any devices (with or without a printer) supplied by WakaFoods, or to the phone or tablet provided by WakaFoods. The MERCHANT agrees that WakaFoods retains complete ownership of any Devices or software provided, during and after the validity of this Agreement. WakaFoods reserves the right to provide, upgrade, change, replace, or reclaim the Device or software at its sole discretion. Once the business relationship between the MERCHANT and WakaFoods ends, the MERCHANT must return the Device in good condition (subject to normal wear and tear) within Seven (7) calendar days. Failure to return the Device will result in a penalty calculated at the current market value of the device. If the MERCHANT purchases the Device from WakaFoods, ownership transfers to the MERCHANT, and the penalty does not apply.

 

4. MERCHANT’S OBLIGATIONS

4.1. General Obligations:

1. a) The MERCHANT must provide WakaFood with all necessary information for each of its products and/or services in the form requested by WakaFood, including allergy information. The MERCHANT is solely responsible for providing accurate information to WakaFoods users and releases WakaFoods from any liability arising from inaccurate or incomplete information. Any discrepancies between the product descriptions on the app and those offered by the MERCHANT will be the MERCHANT’s responsibility, including any additional costs arising from such discrepancies.

 

1. b) To be activated on the app, the MERCHANT must maintain a minimum of 70% of the total photos, descriptions, and other required information for its products on the menu. WakaFoods reserves the right to supplement the MERCHANT’s menu if the MERCHANT fails to provide the necessary information.

 

1. c) The MERCHANT must prepare and supply orders processed through the WakaFoods app solely from its kitchens, ensuring compliance with hygiene and public health obligations, as well as the agreed efficiency and logistics criteria.

 

1. d) The MERCHANT must complete the “Food Transport Safety” according to the requirements that apply to WakaFoods couriers for the transport of products. If the MERCHANT uses its fleet, it must provide its couriers with protocols for food quality and handling to ensure products are delivered in perfect condition, meeting food safety, quality, and technical requirements.

 

1. e) The MERCHANT must not make WakaFoods couriers wait for more than 10 minutesafter arrival. If the MERCHANT exceeds this time, WakaFoods reserves the right to apply a penalty (plus applicable tax).The MERCHANT will be charged a base fee of 130 Naira, plus 13 Naira per minute after the 10 minutes until the order is picked up.

 

1. f) In the event of an incomplete, incorrect delivery, or quality issue attributable to the MERCHANT, the MERCHANT will bear the full cost (including tax) corresponding to the price of the incomplete product and/or service, plus a penalty of up to 5% of the product value plus VAT (charged in the next billing cycle).

 

1. g) If an order is cancelled due to the MERCHANT’s fault (e.g., store closure during specified hours, unavailability of necessary products), the MERCHANT will pay a penalty ofplus VAT for each cancelled order (charged in the next billing cycle).

 

1. h) The MERCHANT may file a formal complaint in writing to WakaFoods within one (1) calendar month of becoming aware of any concern related to this clause. WakaFoods will acknowledge receipt of the complaint within ten (10) business days and will make reasonable efforts to address and resolve the complaint in good faith.

 

1. i) The MERCHANT must provide a Bank Certificate that guarantees the ownership of the account number and will bear any costs arising from providing false information regarding the account number.

 

1. j) The MERCHANT must not share its credentials with any unauthorized third party. If the MERCHANT contracts with a third-party integrator or integrated POS system, it must ensure that all operational features are implemented and developed by the integrator or the MERCHANT.

 

1. k) WakaFoods may offer, and the MERCHANT may accept, to participate in promotions and actions aimed at enhancing the MERCHANT’s positioning and visibility on the app. These actions will be governed by the conditions agreed upon by the parties. WakaFoods may also provide marketing services (e.g., promotions, advertising) upon the MERCHANT’s request and in agreement with the specific terms for those services. The marketing services will be governed by their terms and conditions available in the Manager Portal. The MERCHANT is aware that WakaFood has the right to capture telemetry data, including user ID, date, and time, from the Self-Service tool for support and technical purposes.

 

1. l) WakaFoods may develop additional value-added services, which will be made available on the Manager Portal.

 

1. m) The MERCHANT must provide WakaFoods with a communication channel through email, SMS, and any instant messaging platform, including but not limited to WhatsApp, as agreed by the parties. The MERCHANT must also provide a phone number and email address as additional communication channels. This data will not be used for commercial purposes.

 

4.2. Confidentiality:

The MERCHANT must maintain the confidentiality of all information provided by WakaFoods, including but not limited to trade secrets, business processes, and proprietary information, even after the termination of this Agreement.

 

4.3. Compliance with Laws:

The MERCHANT agrees to comply with all applicable laws and regulations, including but not limited to food safety, health and safety, and consumer protection laws. The MERCHANT shall be solely responsible for obtaining and maintaining all necessary licenses, permits, and certifications required to operate its business and offer its products and services through the WakaFoods app.

 

4.4. Warranties:

The MERCHANT warrants that it holds full title to the products and services offered through the WakaFoods app and that such products and services comply with all applicable laws and regulations. The MERCHANT also warrants that the products and services do not infringe any third-party rights, including intellectual property rights.

 

5. MISCELLANEOUS

5.1. Insurance Requirements

By agreeing to these Terms and Conditions, the MERCHANT undertakes to have a General Civil Liability insurance policy in place. Such a policy shall be drawn up by a recognized insurance company. In addition, it may not be cancelled or materially reduced. Evidence of the insurance required in this document must be provided by the MERCHANT at WakaFood’s request. Under no circumstances will the limits of any policy be deemed to limit the MERCHANT’s liability under these Terms and Conditions for Merchants.

 

5.2. Protection of WakaFood’s Image and Reputation

If the MERCHANT directly or indirectly takes any action that could harm or damage WakaFood’s image and reputation (e.g., disclosing information about WakaFood’s business to competitors, making negative comments about WakaFood, or promoting other platforms using the WakaFoods brand, such as promotions, flyers, and any other commercial communications in favour of its own or third-party platforms within the orders processed on the WakaFoods app), WakaFoods reserves the right to stop applying these Terms and Conditions for Merchants as well as the set of agreements concluded with the MERCHANT, take legal action, and claim damages from the MERCHANT.

 

5.3. Non-Competition Clause

By agreeing to these Terms and Conditions for Merchants, the MERCHANT undertakes not to develop or market any applications that are in direct competition with the WakaFoods app during the term of the contractual relationship. This commitment does not prevent the MERCHANT from developing or acquiring applications for the exclusive sale of its products. The MERCHANT undertakes not to carry out promotional or marketing activities for its own sales channels through the services provided by WakaFoods and, in particular, shall refrain from including promotional material from its channels such as brochures or flyers in orders placed through the WakaFoods app.

 

5.4. Intellectual Property Rights

All brands, domain names, software, and other creations that are subject to Industrial and Intellectual Property rights concerning the WakaFoods app, including any possible future changes, are the property of WakaFoods. The MERCHANT undertakes not to register or apply for registration thereof or any similar ones anywhere, or to alter, modify, or cancel them, and it expressly accepts that nothing contained in these Terms and Conditions for Merchants grants it any future rights about such rights.

 

5.5. Publicity and Press Releases

Save as expressly provided in these Terms and Conditions for Merchants or in a subsequent Annex, the MERCHANT may not issue a press release or refer to WakaFoods in any way in connection with these Terms and Conditions for Merchants or in any other way without WakaFood’s prior written consent.

 

5.6. License for Intellectual Property

For the duration of these Terms and Conditions for Merchants, the MERCHANT hereby grants WakaFood a royalty-free license, which is non-exclusive, worldwide-valid, as well as the right to use its Intellectual Property, including, but not limited to: copyright, know-how, trademarks, images, text, and, in general, the entire content published on its website (“IP”) provided by the MERCHANT for the purposes of

1. i) executing these Terms and Conditions for Merchants,
2. ii) performing marketing activities for its online orders, and

iii) for any other related purposes. In no case will the above mean that the MERCHANT transfers its IP to WakaFoods (unless otherwise agreed in a separate Contract).

The MERCHANT declares, warrants, and agrees that it holds the ownership of its IP (through valid property or license), and the MERCHANT has the right to license or sublicense the use of such IP to WakaFoods for the purposes of these terms and conditions, and it is not aware of any third party violating its IP rights. The MERCHANT shall not enter into any subsequent agreements that could restrict WakaFood’s right to use the MERCHANT’s IP.

 

5.7. Compliance with Local Regulations

The MERCHANT states that it is aware of, and in compliance with, Nigerian regulations, all the required licenses to operate, and the data protection legislation in its economic activities.

 

5.8. Data Processing Agreement

Either by using Marketplace Services or MANDATORY Intermediation Services, the MERCHANT acknowledges that it will process the personal data of the users on behalf of WakaFoods to prepare the products of the order placed by them in the WakaFoods app. To that end, WakaFoods and the MERCHANT will be bound by the terms and conditions set out in the Data Processing Act of Nigeria in which the obligations and responsibilities of WakaFoods and the MERCHANT as data controller and data processor, respectively, are set out. The MERCHANT is not entitled to process the personal data of WakaFoods users for any other purposes than the ones established in the DPA unless otherwise agreed by the Parties.

 

5.9. Compliance with Anti-Bribery and Other Regulations

To comply with its obligations under these Terms and Conditions for Merchants, the MERCHANT and its employees, agents, and representatives must fully obey all applicable local laws relating to the fight against bribery, money laundering, financial terrorism, anti-trust, and others that may apply to the activity. Furthermore, it must carry out its activities following the most stringent principles and ideals of ethics, integrity, and good faith, avoiding, both directly and/or through third parties, any involvement in illegal business activities. The MERCHANT hereby declares to comply with WakaFood’s Third Party Code of Conduct (the “Code”) and declares that it has become aware of its content and guarantees that it will not violate the provisions contained therein. The MERCHANT can find the Code and other policies at WakaFood’s Compliance website. When requested, the MERCHANT undertakes to provide, within a maximum of 30 (thirty) days, corroborating documents regarding the lawfulness of the activities in an organized and valid manner, as well as supplementary clarifications about its business for audit purposes, if required. Failure to provide the documents will result in the suspension of the transfer until the actual delivery of the documents requested by WakaFoods. In case of infringement of the law or the Third Party Code of Conduct, WakaFoods can terminate the business relationship with the MERCHANT without assuming any penalties.

 

5.10. Classification and Positioning within the WakaFoods App

WakaFoods reserves the right to use the parameters it deems convenient for the classification and positioning of the MERCHANT within the WakaFoods app. The main parameters used for the ranking include WakaFoods users’ preferences, merchants’ performance, and other related factors such as orders’ performance, pick-up and delivery area, radius, and estimated delivery time. WakaFood will notify the MERCHANT fifteen (15) days in advance of any substantial change in the aforementioned parameters.

 

5.11. Sponsored Visibility Actions

WakaFoods reserves the right to implement sponsored visibility actions, paid by any of its MERCHANTS, which may affect the classification and positioning of the MERCHANTS within the WakaFoods app and the parameters referred to above. The said sponsored visibility actions may include, without it being an exhaustive list, actions such as cross-selling actions, targeted sampling, as well as higher or more convenient positioning within the WakaFoods app, all of them in exchange for a certain price. WakaFoods will ensure that the said sponsored visibility actions will take place always on a non-discriminatory basis and that they will be compliant with any law applicable, especially in the fields of privacy and consumer protection.

 

5.12. Transfer of Relationship

WakaFoods reserves the right to transfer this relationship to any entity directly or indirectly belonging to WakaFoods (the WakaFoods group companies and subsidiaries). If WakaFoods or any WakaFoods group company or subsidiary is involved in a merger, consolidation, change of corporate control, substantial assignment of assets, restructuring, or liquidation, WakaFoods may at its sole discretion transfer or assign this relationship to the related party or any of its affiliates.

 

5.13. Complaint Handling Procedure

If the MERCHANT has any incident, problem, complaint, or claim regarding the services provided by WakaFoods, the MERCHANT can contact WakaFoods free of charge through the Email, Manager Portal, or any other agreed channel. Once the MERCHANT’s complaint or claim has been received, an internal complaint-handling procedure will be initiated so that the support team can follow up on the case and proceed to study and resolve it. WakaFoods assumes the obligation to review the complaint within a reasonable time and to communicate the results of the complaint individually and thoroughly.

 

5.14. Force Majeure

Neither party shall be responsible for the breach of its obligations under these Terms and Conditions for Merchants if their execution is delayed or impossible as a result of a Force Majeure Event, provided that the affected party notifies and keeps the other party informed about the nature, scope, estimated duration, and effect of the Force Majeure Event. The affected party will take whatever steps are reasonable and possible to minimize damage or delay to the other party. The following will be understood as a “Force Majeure Event”: (a) revolt, war, invasions and external hostilities, terrorism, civil war, rebellion, blockades of local communities, revolution, insurrection or coup; (b) earthquake, flood, fire, explosion and any other natural disaster, but excluding normal weather conditions, regardless of severity; (c) strike or labour conflict at the national or regional level, or that affects a particular sector, including the affected party, but excluding strikes or labour conflicts that affect only the employees of the affected party; (d) failure to obtain the necessary consents, orders, permits, approvals or authorizations, despite making efforts to obtain such consents; or (e) any other similar event that is beyond the control of the affected party.

 

5.15. Amendments

WakaFoods may amend these Terms and Conditions for Merchants at any time, in which case it shall notify the MERCHANTs of the amendments in advance. Any changes to these Terms and Conditions for Merchants will be notified to the MERCHANT, and they will be subject to acceptance by the MERCHANT.

 

5.16. Nullity of Clauses

If any clause, term, or provision of these Terms and Conditions for Merchants is declared void or unenforceable, it shall be interpreted that the rest of the clauses, terms, and provisions will continue in force. Both Parties agree to replace any void or unenforceable clause, term, or provision by others which, being valid and enforceable, lead to the results that the invalid and unenforceable clause, term, or provision had intended to achieve.

 

5.17. Entire Agreement

These Terms and Conditions for Merchants together with its Annexes constitute the entire agreement between the Parties and supersedes any prior agreements or arrangements, whether oral or written, between the Parties related to the object hereof.

 

5.18. Governing Law and Jurisdiction

These Terms and Conditions for Merchants shall be governed by the laws of the Federal Republic of Nigeria. All disputes arising from the contractual relationship governed by these Terms and Conditions for Merchants shall be submitted to the jurisdiction of the Courts of the Federal Republic of Nigeria.

 

5.19. Interpretation

These Terms and Conditions for Merchants shall be interpreted in accordance with their meaning as a whole and the purpose of the document, and they shall be governed by the principles of good faith and fair dealing.