Terms and Conditions of Use

1. DEFINITIONS

In these Terms and Conditions:

• "Platform" means the Vicsmall website, mobile applications, and all associated services
• "Vicsmall" / "we" / "us" means [Vicsmall Limited], a company registered in Nigeria under CAMA 2020
• "User" means any person who accesses the Platform, whether as a Buyer or Vendor
• "Buyer" means a User who purchases or attempts to purchase goods or services through the Platform
• "Vendor" means a User registered to sell goods or services on the Platform
• "Goods" means all products, items, and services listed for sale on the Platform
• "Transaction" means any purchase, sale, or commercial exchange facilitated through the Platform
• "Content" means all text, images, video, audio, data, and other material on the Platform

2. ELIGIBILITY & ACCOUNT REGISTRATION

To use the Platform, you must:

1. Be at least 18 years of age or the age of majority in your jurisdiction
2. Have the legal capacity to enter into a binding contract under Nigerian law
3. Provide accurate, current, and complete registration information
4. Maintain the security and confidentiality of your account credentials

You are responsible for all activities conducted under your account. You must notify us immediately of any unauthorised use at security@vicsmall.com.

3. NATURE OF THE PLATFORM

Vicsmall operates as an online marketplace intermediary. We facilitate commercial transactions between independent third-party Vendors and Buyers. Except where expressly stated, Vicsmall:

• Is NOT the seller, manufacturer, distributor, or agent of any Goods listed by Vendors
• Does NOT guarantee the quality, safety, legality, or authenticity of Vendor listings
• Does NOT assume ownership of Goods at any point in the transaction process

The contract of sale for any Good is formed directly between the Buyer and the Vendor. Vicsmall's role is that of platform facilitator only, consistent with intermediary principles recognised under Nigerian law.

4. BUYER OBLIGATIONS & PURCHASE TERMS

• By placing an order, you make a binding offer to purchase subject to these Terms and applicable Vendor terms
• Orders are confirmed upon receipt of payment and notification to the Vendor
• You must provide accurate delivery information. Vicsmall is not liable for delivery failures resulting from inaccurate Buyer information
• You must inspect Goods upon delivery and report defects within the timeframe specified in the Refund and Return Policy
• You must not use the Platform to facilitate fraudulent transactions, money laundering, or any illegal activity

5. VENDOR OBLIGATIONS (SUMMARY)

Vendors are bound by the separate Vendor Terms & Agreement (Part V). Key obligations include:

• Listing only goods that the Vendor owns, is authorised to sell, and which are lawful under Nigerian law
• Ensuring product descriptions, images, and specifications are accurate and not misleading
• Complying with all applicable product safety, labelling, and customs/import regulations
• Fulfilling orders within stated timelines
• Maintaining the confidentiality of Buyer information received through the Platform

6. INTELLECTUAL PROPERTY

6.1 Vicsmall IP

The Vicsmall name, logo, platform design, software, and all related intellectual property rights are owned by or licensed to Vicsmall and are protected under the Trademarks Act Cap T13, LFN 2004, the Copyright Act 2022, and applicable international IP instruments. You may not copy, reproduce, distribute, or create derivative works without our prior written consent.

6.2 User Content

By submitting Content to the Platform (reviews, images, comments), you grant Vicsmall a non-exclusive, worldwide, royalty-free licence to use, reproduce, and display such Content for Platform-related purposes. You warrant that such Content does not infringe any third-party rights.

7. PROHIBITED CONDUCT

You must not use the Platform to:

• List, sell, or purchase prohibited or restricted goods (see our Restricted Items Policy)
• Engage in fraudulent, deceptive, or misleading conduct
• Circumvent our payment systems or conduct off-platform transactions to avoid fees
• Harass, threaten, or abuse other Users
• Upload malicious code, viruses, or any disruptive content
• Violate any applicable Nigerian law or regulation, including the Cybercrimes Act 2015 (as amended)
• Infringe the intellectual property rights of any third party

8. PAYMENTS

All payments on the Platform are processed through licensed CBN-authorised payment service providers. Vicsmall does not directly hold, collect, or store your full payment card details. By using our payment functionality, you also agree to the terms of the relevant payment service provider.

Vicsmall charges a commission on each completed transaction. Applicable commission rates are displayed in the Vendor Dashboard and may be updated with 30 days' prior notice.

9. LIMITATION OF LIABILITY

To the maximum extent permitted by Nigerian law:

• Vicsmall's total aggregate liability in respect of any claim arising from or in connection with these Terms shall not exceed the greater of: (a) the total fees paid by you to Vicsmall in the 12 months preceding the claim; or (b) NGN 50,000
• Vicsmall shall not be liable for any indirect, consequential, incidental, punitive, or special damages, including loss of profit, loss of data, or reputational loss
• Vicsmall shall not be liable for: the acts or omissions of Vendors; delivery delays caused by logistics partners; Force Majeure events; or losses arising from your failure to secure your account

Nothing in these Terms limits our liability for: death or personal injury caused by our negligence; fraud or fraudulent misrepresentation; or any liability that cannot be lawfully excluded under the Consumer Protection Act 2019.

10. INDEMNITY

You agree to indemnify and hold harmless Vicsmall, its officers, employees, and agents from any claims, losses, damages, liabilities, and expenses (including reasonable legal fees) arising from: (a) your use of the Platform; (b) your breach of these Terms; (c) your infringement of any third-party rights; or (d) any Content you submit to the Platform.

11. DISPUTE RESOLUTION

All disputes arising out of or in connection with these Terms shall be resolved as follows:

1. Tier 1 — Good Faith Negotiation: Parties shall first attempt to resolve the dispute by direct negotiation within 14 days of written notice
2. Tier 2 — Mediation: If unresolved, the dispute shall be referred to mediation under the Arbitration and Mediation Act 2023
3. Tier 3 — Arbitration: If mediation fails within 30 days, the dispute shall be referred to and finally resolved by arbitration in Lagos, Nigeria, conducted under the rules of the Lagos Court of Arbitration (LCA)

Notwithstanding the above, Vicsmall may seek urgent injunctive relief from a court of competent jurisdiction. Nothing herein prevents a consumer from exercising statutory rights under the Consumer Protection Act 2019.

12. GOVERNING LAW

These Terms are governed by and construed in accordance with the laws of the Federal Republic of Nigeria. The parties submit to the non-exclusive jurisdiction of the Nigerian courts for any matter not subject to arbitration.

13. AMENDMENTS

Vicsmall reserves the right to amend these Terms at any time. Material changes will be communicated to you by email and/or prominent Platform notice at least 14 days in advance. Continued use of the Platform after the effective date of any amendment constitutes your acceptance.

14. ENTIRE AGREEMENT & SEVERABILITY

These Terms, together with the Privacy Policy, Data Protection Policy, Cookie Policy, and any applicable Vendor, Trade Fair, or Wholesale Terms, constitute the entire agreement between you and Vicsmall. If any provision is held invalid or unenforceable, that provision shall be severed and the remaining Terms shall continue in full force.