Terms and Condition

PLEASE READ THESE WEBSITE TERMS OF USE CAREFULLY BEFORE USING THIS WEB SITE (THE "WEB SITE"). THESE WEB SITE TERMS OF USE (THE "TERMS OF USE") LOCATED AT WWW.OVALOOP.COM GOVERN YOUR ACCESS TO AND USE OF THE WEB SITE. THE WEB SITE IS AVAILABLE FOR YOUR USE ONLY ON THE CONDITION THAT YOU AGREE TO THE TERMS OF USE SET FORTH BELOW.

IF YOU ARE AN INDIVIDUAL ACTING ON YOUR COMPANY’S OR CLIENT’S BEHALF, YOU ACCEPT THESE PROVISIONS ON THEIR BEHALF AND THE TERM “YOU” WILL REFER TO YOU, YOUR COMPANY, OR YOUR CLIENT.

IF YOU DO NOT AGREE TO ALL OF THE TERMS OF USE, DO NOT ACCESS OR USE THE WEBSITE/PLATFORM. IF YOU HAVE ANY QUESTIONS, PLEASE CONTACT US PRIOR TO AGREEING. BY USING OVALOOP WEBSITE/PLATFORM, YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE HAD AN OPPORTUNITY TO READ AND UNDERSTAND THE AGREEMENT AND AGREE TO BE BOUND BY IT.

• INTRODUCTION:
  

  The scope of this Privacy Policy applies to Ovaloop and any of our affiliates with whom we may share Personal Information, and encompasses all of our Services (operated offline, online, or both) including services made available through the Ovaloop Platform (which includes websites, applications, and online services) including, but not limited to, (collectively, the “Services”) and when you otherwise interact with us, such as through our customer service channels.

  1.1.Ovaloop is engaged in the business of on the business of provides a unique ERP solution designed for Small & Medium enterprise that is flexible and a reliable alternative to manage sales, stocks and satisfy customers using our delivery, payment and store options (the "Services"), which Services are accessible at www.ovaloop.com and any other websites through which Ovaloop makes the Services available (collectively, the "Website") and as applications for mobile, tablet and other smart devices and application program interfaces (collectively, the "Applications").

  1.2.This document set out the terms and conditions (the “User Terms”) which govern the use of the website (“Website”).

  1.3. DEFINITION OF TERMS:

  Unless the context otherwise requires, the following words have the meaning ascribed to them:

  "Content" means all content posted by Ovaloop including, without limitation, all text, graphics, icons, photographs, URLs and Reviews

  "User Content" means all content posted by You onto Ovaloop Website including, without limitation, all text, graphics, icons, photographs, URLs and Reviews.

  "Accessible Content" means all Content and all similar content on sites to which URLs contained in Your Content are linked.

  “Registered User” means a user who has an account with Ovaloop to access certain services on the platform.

  “Intellectual Property” All information, data, copyright, content, material, trademarks, software, text, images, logos, sounds, graphics, video, script, audio, voice notes, audio-visual combinations, services marks, brand, source code, domain, know-how, trade names, and trade secrets and other intellectual property (in each case whether registrable or not), contained in the Website (including but not limited to tests, content formats, game formats, algorithms, characters, curricula, reports, dashboards),

  “You”, “yourself”, or “User” means Visitors or registered users of the website

PART A — GENERAL TERMS OF USE

• USER ELIGIBILITY:
  

  2.1. The use of the Website is available only to those individuals who can enter into legally binding contracts under applicable law. Additionally, you cannot access or use the Website if you are barred from receiving the Website under any applicable law or have previously been barred from using the Website. The Website is intended to be made available globally.

  2.2. You agree to provide accurate and complete information when you register with Ovaloop and as you use the Website, Products and Services, You agree that Ovaloop may store and use the registration information, including payment method You provide for use in maintaining and billing fees to Your Account.

• ACCESS TO WEBSITE:
  

  3.1 These Terms of Use describe the terms on which the Company offers you access to the Website. You hereby agree and acknowledge that, with respect to the usage of the Website, you and the Company do not have any contractual obligations other than as specifically contemplated in the Terms of Use.

3.2 As long as you comply with the Terms of Use, we grant you a personal, non-exclusive, non-transferable, and limited privilege to enter and use the Website on a non-commercial basis.

• LINKS TO OTHER WEBSITES:
  

  4.1. From time to time the Website may also include links to other websites. These links are provided for your convenience to access further information and access to the other websites. Each website will have its own set of terms and conditions and privacy policies.

  4.2. The links which we might place on our Website do not imply that we sponsor, endorse or are affiliated or associated with, or have been legally authorized to use any trade-mark, trade name, service mark, design, logo, symbol or other copyrighted materials displayed on or accessible through such sites.

  4.3. We may be required by law to send you communications about the Services or third party products. You agree that Ovaloop may send these communications to you via email or by posting them on our websites.

• DISCLAIMER:
  

  5.1. Products are advertised as Accessible Content on the platform by Merchants who are registered Users of the platform and separate from Ovaloop. While Ovaloop takes reasonable steps to verify the availability of such products or services, Ovaloop does not however warrant or represent that the products or services are available, neither does Ovaloop warrant on behalf of the merchant that the accessible products will match the advertised description. Ovaloop’s only role in a transaction is being the platform that facilitated the commercial activity. Therefore, Ovaloop is not responsible for any failure arising out of any advertised Content. Ovaloop is equally not responsible for any dissatisfaction of Customers arising from any product advertised on the platform. Any complaints in respect of any advertised goods and services shall be addressed according to the particular Merchant’s terms and conditions of sale.

  5.2. Ovaloop does not give professional advice. Unless specifically included with the Services, Ovaloop is not in the business of providing legal, financial, accounting, tax, health care, real estate or other professional services or advice. Consult the services of a competent professional when you need this type of assistance.

  5.3. Third-party services and third-party users:

  5.3.1 You acknowledge and agree that at no time is Ovaloop making any representation or warranty regarding any goods, services, or content processed or analyzed by any third-party service nor will we be liable to you for any consequences or claims arising from or in connection with the services provided by such third-party service providers. You hereby disclaim and waive any rights and claims you may have against us with respect to goods or services or content of a third-party service provider.

  5.3.2 Furthermore, Ovaloop does not guarantee the reliability of information contained on the website, particularly those shared by third party users.

• ANTI-FRAUD AND ANTI-MONEY LAUNDERING COMPLIANCE:
  

  6.1. We operate an anti-fraud and anti-money laundering compliance program and reserve the right to perform due diligence checks on all users of the Platform.

  6.2. You agree to provide to us all such information documentation and access to your business premises as we may require:

  6.2.1. In order to verify your adherence to and performance of your obligations under these terms and conditions;

  6.2.2.For the purpose of disclosures pursuant to a valid order by a court or other governmental body; or

  6.3.3 As otherwise required by law or applicable regulation

• PERSONAL DATA:
  

  7.1.Buyers agree to processing of their personal data in accordance with the terms of Ovaloop’s Privacy and Cookie Notice.

  7.2.Ovaloop shall process all personal data obtained through the Platform and related services in accordance with the terms of our Privacy and Cookie Notice and Privacy Policy.

  7.3.Merchants shall be directly responsible to buyers for any misuse of their personal data and Ovaloop shall bear no liability to buyers in respect of any misuse by Merchants of their personal data.

• OWNERSHIP/RESTRICTIONS OF USE:
  

  8.1. The Website is owned and operated by Ovaloop. All content, data, graphics, photographs, images, audio, video, software, systems, processes, trademarks, service marks, trade names and other information including, without limitation, the "look and feel" of the Website (collectively, the "Content") contained in this Website are proprietary to Ovaloop, its affiliates and/or third- party licensors. The Content is protected by International copyright and trademark laws.

  8.2. The Company reserves the right, at its sole discretion, to suspend your ability to use or access the Website (or a part thereof), at any time, while the Company investigates complaints or alleged violations of the User Terms. Further, it shall also have the ability to prohibit or restrict you from using the Website if the Company, in its opinion, feels that you are misusing the Website in any manner whatsoever.

• UNAUTHORIZED USE OF WEBSITE CONTENT:
  

  9.1. Except as set forth herein, you may not modify, copy, reproduce, publish, post, transmit, distribute, display, perform, create derivative works from, transfer or sell any Content without the express prior written consent of Ovaloop. You may however download, print and reproduce the Content for your own non-commercial, informational purposes provided you agree to maintain all copyright or other proprietary notices contained in such Content, and to cite the URL Source of such Content. Reproduction of multiple copies of the Content, in whole or in part, for resale or distribution is strictly prohibited except with the prior written permission of Ovaloop. To obtain written consent for such reproduction, please contact us at support@ovaloop.com.

• USER COVENANTS:
  

  10.1. By using the Website you agree and acknowledge that:

  10.1.1 You will use any or all of the Website provided by the Company only for the purposes that are permitted by and are in accordance with (a) the User Terms, and (b) applicable law; and not for any fraudulent purposes or with a view to cause nuisance, annoyance or inconvenience;

  10.1.2 ANY and all of your communications with the Company, for any reason or purpose whatsoever, may be recorded by the Company for evidentiary, quality and/or training purposes; and

  10.1.3 YOU are solely responsible for any breach of the User Terms and for the consequences resulting from such breach (including any loss, damage or expense suffered or incurred by the Company or its affiliates/business partners/vendors).

  10.2. THE COMPANY hereby informs you that you are not permitted to host, display, upload, send, modify, publish, transmit, update or share any information that:

  10.2.1. Belongs to another person and to which you do not have any right;

  10.2.2. Is harmful, harassing, blasphemous, defamatory, obscene, pornographic, pedophilic, libelous, invasive of another’s privacy, hateful, racial, ethnically objectionable, disparaging, abusive, relating to or encouraging money laundering or gambling, or otherwise unlawful in any manner whatsoever.

  10.2.3. Harms minors in any way;

  10.2.4. Infringes any patent, trademark, copyright or other proprietary rights or will be in breach of your confidentiality obligations with a third party;

  10.2.5. Violates any law for the time being in force;

  10.2.6. Deceives or misleads the addressee about the origin of such messages or communicates any information which is grossly offensive or menacing in nature;

  10.2.7. Impersonates or defames another person;

  10.2.8. Contains software viruses, trojans, worms, spywares, time bombs, cancelbots, ‘spiders’, ‘offline readers’, or any other computer code, files or programs designed to damage, disable, overburden, impair, interrupt, destroy or limit the functionality of any computer resource.

  10.2.9. Threatens the unity, integrity, defence, security or sovereignty of the country you reside in, friendly relations with foreign states, or public order or causes incitement to the commission of any cognizable offence or prevents investigation of any offence or is insulting to any other nation.

  10.3. YOU are also prohibited from:

  10.3.1. Violating or attempting to violate the integrity or security of the Website;

  10.3.2. Transmitting any information on or through the Website that is disruptive to Company;

  10.3.3. Intentionally submitting on the Website any incomplete, false or inaccurate information; making any unsolicited communications to other Users of the Website;

  10.3.4. Attempting to decipher, decompile, disassemble or reverse engineer any part of the Website;

  10.3.5. Copying or duplicating in any manner any of the information available on the Website;

  10.3.6. Creating derivative works from, transferring, or selling any information or software available as part of the Website;

  10.3.7. Framing or hotlinking or deeplinking any contents from the Website;

  10.3.8. Accessing or tampering with the non-public areas of the Website and the Company’s computer systems, or the technical delivery systems of its providers;

  10.3.9. Testing the vulnerability of the Website or breaching any security or authentication measures implemented by the Company

  10.3.10 Accessing the Website through the use of any mechanism other than through the Website; and

  10.3.11 Selling access to, advertising or placing promotions on the Website, in any form or manner whatsoever.

  10.4. THE COMPANY, upon obtaining knowledge by itself or having been brought to actual knowledge by an affected person in writing or through email about any such information as mentioned above, shall be entitled to disable such information that is in contravention the above and the Company shall be entitled to preserve such information and associated records for production to governmental authorities for investigation purposes.

• INTELLECTUAL PROPERTY RIGHTS:
  

  11.1. Ovaloop’s Website and the Database is owned and operated by Ovaloop. You acknowledge and agree that all intellectual property rights comprised in or relating to Ovaloop Website and the Database belong to Ovaloop or our licensors and that nothing in this Agreement constitutes a transfer of any intellectual property rights.

  11.2. You may download and view content and/or print a copy of the material on Ovaloop Website for Your own use only, provided You do not: (a) Modify the content (including, without limitation, any copyright notice) in any way; (b) Make the content public; (c)Use the content in a manner or for a purpose prohibited by this Agreement.

  11.3. You must not do anything which breaches or otherwise interferes with Ovaloop's intellectual property rights.

  11.4. Except as expressly permitted by this Agreement or by law, You may not reproduce any content appearing on Ovaloop Website without our written permission and, if required, payment of a specified fee. Requests to reproduce any content may be made via the Contact Us Page.

  11.5. We may publish and communicate to the public any Content. By posting Content onto Ovaloop Website, You grant us a perpetual, royalty-free, non-exclusive, irrevocable, worldwide and transferable licence to: Reproduce, modify, add to, use, copy, publish, communicate and adapt the Content for any purpose and in any manner anywhere in the world, including (without limitation) on Ovaloop Website and as part of the Database;

  11.6. You must waive, and must ensure that all other persons waive, absolutely and irrevocably all moral rights in relation to any Content. For the purposes of this section, a moral right may be waived by consenting to any act or omission which would otherwise constitute an infringement of that moral right. For the avoidance of doubt, You acknowledge and agree that:

  • The Licence includes a right for us to make the Content available to the public via any website or as part of any services or products in any jurisdiction;
  • We will allow Ovaloop Website users to search Content posted on the website; and
  • You will do everything necessary (including without limitation, on request, execution of any documents) to give Ovaloop the full benefit of the licences, waivers and consent The Licence will survive any termination of this Agreement.

  11.7. Your use of some Third-Party Content (including, without limitation, third-party websites linked to Ovaloop Website) may be subject to a third party's terms and conditions of use. Nothing in this Agreement (or otherwise on Ovaloop Website) constitutes a licence or right for You to use such content. If you use any part of the Website in breach of the Terms, your right to use the Website will cease immediately and you must, at your option, return or destroy any copies of the materials you have made.

  11.8. ALL RIGHTS not otherwise claimed under the User Terms are hereby reserved.

• RIGHT TO CONTROL CONTENT:
  

  12.1. Ovaloop may, but is not required to, monitor, edit, remove or in any other manner control the Content posted via the Site and Services. Our non-exercise of this right does not give you any right to make a claim against an Ovaloop Party. Any Content that has been uploaded through the Services may be deleted or modified at any time without notice to you.

• USER CONTENT:
  

  13.1. Rights in User Content Granted by You. By making any User Content available through the Services you hereby grant to us a non-exclusive, perpetual, irrevocable, transferable, worldwide, royalty-free license, with the right to sublicense through multiple tiers, to use, copy, modify, create derivative works based upon, distribute, publicly display, publish, and publicly perform your User Content in connection with operating, improving, promoting, adding to, and providing the Services and Content to you and to other Users.

  13.2. Your Responsibility for User Content. You are solely responsible for all your User Content. YOU represent and warrant to Ovaloop that:

  13.2.1. You are fully authorized to publish and to authorize Ovaloop to publish all Content (including, without limitation, having full authorization from any content You add, amend or update);

  13.2.2. Publication of Accessible Content in accordance with this Agreement will not, at any time, infringe any intellectual property right, moral right or any right of confidence or other rights of any person;

  13.2.3. All Accessible Content will, at all times, comply with all applicable laws, regulations and relevant industry codes;

  13.2.4. All products and services advertised in Accessible Content will match the advertised description, and be available in the manner, at the price and for the time period advertised;

  13.2.5. The Accessible Content does not, and will not at any time, infringe any intellectual property right, moral right or any right of confidence or other rights of any person; f. You have obtained the consent of all individuals whose personal data is included in the Content to:

  • The collection of that personal data by Ovaloop; and
  • The use and disclosure of that personal data in accordance with the Ovaloop Website Privacy Policy; and
  • All Accessible Content will be current and accurate and will not mislead or deceive end users of the Ovaloop Website.
• REMOVAL OF USER CONTENT/USER DATA
  

  14.1. You can remove your User Content by specifically deleting it. However, in certain instances, some of your User Content (such as posts or Comments you make, your profile information or messages you send) may not be completely removed and copies of your User Content may continue to exist on the Services. We are not responsible or liable for the removal or deletion of (or the failure to remove or delete) any of your User Content.

  14.2. Users can remove their profile signing into the Ovaloop website by simply contacting us and requesting that the data be removed from Ovaloop website. We provide a "Delete Account" button on the website. By clicking the user's data will be removed across the entire Ovaloop Website including Reviews, Photos and Published contents. The user can request data removal by Contacting us.

• DISCLAIMER OF REPRESENTATIONS AND WARRANTIES:
  

  15.1. THE WEBSITE IS BEING PROVIDED TO YOU ON AN ‘AS IS WHERE IS’ BASIS. THE COMPANY DOES NOT PROVIDE ANY REPRESENTATIONS AND WARRANTIES (WHETHER EXPRESS OR IMPLIED) WITH RESPECT TO THE WEBSITE (INCLUDING WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY, TIMELINESS, ACCURACY, COMPLETENESS, OR FITNESS FOR A PARTICULAR PURPOSE, OR NON- INFRINGEMENT). THE COMPANY DOES NOT WARRANT THAT THE WEBSITE INCLUDING ANY DATA, INFORMATION, CONTENT, INTELLECTUAL PROPERTY, AND DOCUMENTS PROVIDED TO YOU ARE FREE OF ERRORS OR DEFECTS, OR THAT THE AFOREMENTIONED WILL BE CORRECTED SUBSEQUENTLY. The WEBSITE should not be relied upon or used as the sole basis for making decisions without consulting primary, more accurate, more complete or more timely sources of information. THE COMPANY DISCLAIMS ANY AND ALL LIABILITY FOR ANY DAMAGE, LOSSES, INJURY, SUFFERED BY YOU, IN CONNECTION WITH OR RELATED TO YOUR USE OF ANY WEBSITE.

  15.2. IN NO EVENT SHALL Ovaloop BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES THAT RESULT FROM OR IN CONNECTION WITH THE USE OF, OR THE INABILITY TO USE, THE WEBSITE OR ANY CONTENT, SERVICES OR ANY PRODUCT SAMPLE OBTAINED THROUGH THE WEBSITE, EVEN IF Ovaloop HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

  15.3. SAMPLE PRODUCTS DISPLAYED ON THE WEBSITE MAY NOT BE AVAILABLE AT ALL TIMES AND PRODUCTS MAY BE CHANGED, AND PRODUCTS SUBSTITUTED OR DISCONTINUED AT ANY TIME. WHILE WE ATTEMPT TO PROVIDE AN ACCURATE DESCRIPTION OF ITEMS AVAILABLE ON THE SITE, WE DO NOT WARRANT THE ACCURACY, COMPLETENESS, RELIABILITY OR CURRENCY OF SUCH DESCRIPTIONS.

  15.4. ALL OTHER TERMS AND CONDITIONS GOVERNING ANY PRODUCT ON THE WEBSITE ARE PROVIDED WHEN YOU REQUEST A PRODUCT. Ovaloop MAKES NO WARRANTIES REGARDING ANY PRODUCT SAMPLES. YOU EXPRESSLY RELEASE AND HOLD Ovaloop HARMLESS FROM ANY AND ALL CLAIMS, LOSSES, LIABILITY, DAMAGES, INJURIES AND EXPENSES (INCLUDING, WITHOUT LIMITATION, PERSONAL INJURY CLAIMS) ARISING OUT OF OR RELATING TO YOUR USE OF ANY PRODUCT SAMPLES OBTAINED VIA THE WEBSITE. YOUR SOLE RECOURSE SHALL BE AGAINST THE PRODUCT MANUFACTURERS.

• TERM/TERMINATION:
  

  16.1. The Terms of Use will continue to apply until terminated by either You or Ovaloop as set forth below. If You object to the Terms of Use or are dissatisfied with the Platform, Ovaloop Services, Your only recourse is to (i) close Your Account on the Platform by writing to Us at legal@ovaloop.com and/or (ii) stop accessing the Platform. Ovaloop will make Your account dormant upon receipt of request in writing.

  16.2. Ovaloop, in its sole discretion, may bar your use of the Ovaloop Services at any time, if you breach these general terms and conditions or if we reasonably suspect that you have breached these general terms and conditions or any codes, policies or guidelines that Ovaloop may make available to guide the use of this website. We may:

  • Temporarily suspend your access to our Platform;
  • Permanently prohibit you from accessing our Platform;
  • Block computers using your IP address from accessing our Platform;
  • Contact any or all of your internet service providers and request that they block your access to our Platform;
  • Suspend or delete your account on our Platform; and/or
  • Commence legal action against you whether for breach of contract or otherwise

  16.3. Where your account with Ovaloop is disabled, dormant or made inactive, the terms agreed by You at the time of registration will remain in effect. This termination shall be effective only once You have cleared all Your dues that You are liable to pay as per the provisions of this Terms of Use.

  16.4. Notwithstanding anything in this section Para, these Terms of Use will survive indefinitely unless and until Ovaloop chooses to terminate them.

  16.5. You hereby agree and acknowledge, upon termination, Ovaloop shall have the right to retain all information pertaining to the transactions initiated by You on the Platform.

• CHOICE OF LAW:
  

  17.1. The User Terms, the Privacy Policy and your use of the Website shall be governed by, and construed in accordance with, the laws of the Federal Republic of Nigeria and without reference to principles of conflicts of law and international instruments on sale of goods. Any dispute is to be submitted to a court of competent jurisdiction in the Nigeria. YOU AGREE THAT ANY CLAIM OR CAUSE OF ACTION ARISING FROM OR RELATED TO YOUR USE OF THE WEBSITE, INFORMATION, SERVICES AND/OR CONTENT MUST BE FILED WITHIN ONE (1) YEAR FROM THE DATE ON WHICH SUCH CLAIM OR CAUSE OF ACTION AROSE.

• DISPUTE RESOLUTION:
  

  18.1. Any dispute shall be resolved through arbitration by the Lagos State Multi-Door Court house and in accordance with the Arbitration and Conciliation Act, Cap A18, Laws of the Federal Republic of Nigeria. The arbitral proceeding shall take place in Lagos, Nigeria, or virtually over the internet. The arbitrator shall be jointly appointed by the Parties, or in the event of failure to agree on a sole arbitrator, by the Chairperson of the Nigeria branch of the Chartered Institute of Arbitrators Lagos. The decision of the arbitrator shall be final and binding. Each Party shall pay its own expenses in connection with the arbitration

  18.2. However, nothing in the Terms of Use will be deemed to waive, preclude, or otherwise limit the right of either party to: (a) pursue an enforcement action through an applicable federal, state, or local agency if that action is available; (b) seek injunctive relief in a court of law; (c) to file suit in a court of law to address an intellectual property infringement claim.

• GENERAL PROVISIONS:
  

  Notice: A party who intends to seek arbitration must first send a written notice of the dispute to the other party by certified Mail or, only if such other party has not provided a current physical address, then by electronic mail ("Notice"). Ovaloop's address for Notice is:support@ovaloop.com. The Notice must: (a) describe the nature and basis of the claim or dispute; and (b) set forth the specific relief sought ("Demand"). The parties will make good faith efforts to resolve the claim directly, but if the parties do not reach an agreement to do so within 30 days after the Notice is received, you or Ovaloop may commence an arbitration proceeding

  Class Actions: YOU AND Ovaloop AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and Ovaloop agree otherwise, the arbitrator may not consolidate more than one person's claims, and may not otherwise preside over any form of a representative or class proceeding.

  Indemnity: You agree to defend, indemnify and hold harmless the Company, its affiliates, independent contractors, service providers, consultants, licensors, agents and representatives, and each of their respective directors, officers and employees, from and against any and all claims, losses, liability, damages, and/ or costs (including, but not limited to, reasonable attorney fees and costs) arising from or related to (a) your access to or use of the Website; (b) your violations of any of the User Terms; (c) your violation of any rights of any third party, including infringement of their intellectual property rights; and/or (d) your conduct in connection with the Website.

  Severability: If any provision of the User Terms is deemed invalid, unlawful, void or for any other reason unenforceable, then that provision shall be deemed severable from the User Terms as the case may be, and shall not affect the validity and enforceability of any of the remaining provisions.

  Privacy: Ovaloop respects your right to privacy of your personal data. You acknowledge that: (a) Ovaloop is the controller of the personal data it processes about you when you use the Services and (b) that Ovaloop will process your personal data as described in our Privacy Statement when you use our Services.

  Entire Contract: These Terms of Use and all other legal notices or statements posted on the Website constitute the entire agreement between you and Ovaloop concerning the use of the Website, including the Content.

  Notice: We may provide You with notices by email, mail or by posting content on Ovaloop Website. You should carefully read and agree to this Agreement each time You use Ovaloop Website. Whilst Ovaloop hopes not to have to alter this Agreement, it is possible that changes will be required from time to time. By using Ovaloop website (including, without limitation, by posting any Content) You agree that the then current version of this Agreement will apply to that use.

  Assignment: Ovaloop may assign this Agreement provided that the relevant assignee undertakes to perform all of Ovaloop's obligations herein. Subject to the foregoing, neither party may assign this Agreement in whole or in part. The indemnities in this Agreement are: a. Continuing obligations of the parties, separate and independent from their other obligations and survive termination of this Agreement; and b. Absolute and unconditional and unaffected by anything that might have the effect or prejudicing, releasing, discharging or affecting in any other way the liability of the party giving the indemnity.

  Language: Any translation of this Agreement is done for local requirements and in the event of a dispute between the English and any non-English version, the English version of this Agreement shall govern. In the event of a dispute the parties confirm that they have requested that this Agreement and all related documents be drafted in English.

PART B—SPECIFIC TERMS

• OVALOOP SERVICES:
  

  20.1. The Platform provides You with the following services ("Ovaloop Services"):

  20.1.1. It allows You to connect with Merchants;

  20.1.2. It allows You to view the items/services ("Items") listed on the Platform by the Merchants;

  20.1.3. It allows You to purchase Item(s) from the Merchants listed on the Platform and allows You to get the Items delivered to You through Ovaloop ("Purchase Services");

  20.1.4. It allows You to purchase Items from Non-Merchants and get the same delivered to You by Ovaloop ("Delivery Services");

  20.1.5. It allows you to pick up- and drop off packages from 1 (one) location to the other through Ovaloop ("Pick Up and Drop Off Services");

  20.1.6. It allows You to give ratings, write comments and reviews about Ovaloop and Merchants;

  20.1.7. It facilitates improvement in the quality of the services provided by Ovaloop on the Platform based on User ratings, reviews and feedbacks provided on the Platform.

  20.2. Once the Delivery Services/ Purchase Services/Pick-Up and Drop Off Services/ have been completed or delivered, as the case may be, You shall promptly notify the same on the Platform.

  20.3. Ovaloop may, at its absolute sole discretion, add, modify, upgrade, extend, withdraw or alienate any of the Ovaloop Services listed above from time to time.

  20.4. You hereby agree and acknowledge that Ovaloop is only a facilitator between You and the Merchants (as the case maybe) and Ovaloop only provides You with access to the Platform to connect with Merchants for You to initiate transactions on the Platform. YOU HEREBY AGREE AND ACKNOWLEDGE THAT Ovaloop WILL NOT BE A PARTY TO ANY OF THE TRANSACTIONS THAT ARE INITIATED BY YOU THROUGH THE PLATFORM AND Ovaloop SHALL NOT BE LIABLE IN ANY MANNER OR INCUR ANY LIABILITY WITH RESPECT TO THE SERVICES PERFORMED BY THE MERCHANTS, AS THE CASE MAY BE. FURTHER, YOU HEREBY AGREE AND ACKNOWLEDGE THAT Ovaloop SHALL NOT BE LIABLE FOR THE CONDUCT, ACTS AND OMISSIONS OF THE MERCHANTS (INCLUDING THEIR EMPLOYEES AND CONSULTANTS) IN THE COURSE OF PROVIDING THEIR SERVICES TO YOU, BUT SHALL BE LIABLE FOR ANY LOSS OR DAMAGE TO THE ITEM OR OTHERWISE CAUSED TO YOU AS A CONSEQUENCE OF, OR IN RELATION TO, THE SERVICES BEING PROVIDED TO YOU BY THE MERCHANTS OR Ovaloop, AS THE CASE MAY BE.

  20.5. You shall be eligible to avail the Ovaloop Services as per applicable laws.

  20.6. In the case of Purchase Services, it is the duty of the Merchants to share the updated Item list along with its prices on the Platform.

  20.7. We commit to ensure that Merchants (or Ovaloop, as applicable), submit information relating to their products on the Platform that is complete accurate and up to date, and pursuant thereto:

  20.7.1. The relevant Merchant warrants and represents the completeness and accuracy of their information published on our Platform relating to their products;

  20.7.2. The relevant Merchant warrants and represents that the material on the Platform is up to date.

  20.8. Ovaloop does not check or verify the packages that are being delivered by us, and therefore Ovaloop shall have no liability with respect to the same. However, if it comes to the knowledge of Ovaloop that You have packaged any illegal or dangerous substance or availed the Pick-up and Drop Off Services using the Platform to deliver any illegal or dangerous substance, Ovaloop shall have the right to report You to the government authorities and take other appropriate legal actions against You.

  20.9. You hereby acknowledge that Ovaloop shall not be liable for any damages of any kind arising from Your use of the Ovaloop Services, including, but not limited to direct, indirect, incidental, punitive, and consequential damages.

  20.10. Ovaloop shall be entitled at any time without giving any reason terminate Your request for any Ovaloop Service.

  20.11. You agree that Ovaloop has no control over the Items provided to You by the Merchants and therefore, Ovaloop shall not incur any liability with respect to such Items. However, keeping in mind the interests of the Users, We have informed our Merchants to ensure that Items are packaged properly to avoid any form of spillage or damage to the Item or any issues related to packaging

  20.12. You hereby agree that scheduling and rescheduling a transaction on the Platform depends upon the availability of Ovaloop around Your area at the time of such scheduling and re-scheduling a transaction. Should You choose to reschedule a transaction on the Platform at a later point of time, You shall cancel the current transaction on the Platform (if initiated) and initiate a new transaction on the Platform, as per Your convenient time.

  20.13. If a transaction initiated by You on the Platform cannot be completed, Ovaloop shall notify You on the Platform.

  20.14. You agree to provide as much information as possible on the Platform with respect to the Items/services You wish to purchase/avail, using the Platform.

  20.15. Ovaloop shall use Your location based information that is captured by Ovaloop through global positioning system when You are using Your mobile device to request a Ovaloop Service on its m-app. Such location based information shall be used by Ovaloop only to facilitate and improve the Ovaloop Services being offered to You.

  20.16. We can’t fulfil any tasks which are immoral or unlawful in nature. Ovaloop reserves the right to refuse to perform any tasks on the grounds of such tasks being immoral/unethical/unlawful/banned either by Ovaloop’s internal policies or as per the independent discretion of Ovaloop. We may also refuse to perform any task on the grounds that such task is prohibited under any contract to which we are party.

  20.17. You understand and acknowledge that Ovaloop by itself does not sell or provide any such Items. Ovaloop is not responsible for the quality, merchantability or fitness of such Items. Accordingly, in the event of any grievances arising from the transaction initiated by You on the Platform pertaining to purchase or sale of any product from any Merchant, You may contact Ovaloop support for routing your grievances to the Merchant through the Platform.

  20.18. You hereby acknowledge that if You have any complaint with respect to the Ovaloop Services, You will first inform Ovaloop in writing within 24 (twenty four) hours of using such Ovaloop Services.

• REGISTRATION:
  

  21.1. You shall be permitted to access the Platform, avail the Ovaloop Services and connect with Merchants on the Platform only upon creating an Account (as defined below) and obtaining a registration on the Platform. Your ability to continue using the Platform, Ovaloop Services is subject to Your continued registration on the Platform.

  21.2. You may not register with our Platform if you are under 18 years of age (by using our Platform or agreeing to these general terms and conditions you warrant and represent to us that you are at least 18 years of age).

  21.3. You will be required to enter Your personal information including your name, contact details, valid phone number while registering on the Platform.

  21.4. As a part of the registration, You may be required to undertake a verification process to verify Your personal information and setting up the Account.

  21.5. Ovaloop shall have the right to display the information, feedback, ratings, reviews etc. provided by You on the Platform. You agree and accept that as on the date of Your registration on the Platform, the information provided by You is complete, accurate and up-to-date. In the event of any change to such information, You shall be required to promptly inform Ovaloop of the same, in writing, at least 1 (one) week prior to the date on which such change shall take effect.

  21.6 .You acknowledge and accept that Ovaloop has not independently verified the information provided by You. Ovaloop shall in no way be responsible or liable for the accuracy or completeness of any information provided by You.

  21.7. If You provide any information that is untrue, inaccurate, not current or incomplete, or Ovaloop has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, Ovaloop reserves the right to suspend or terminate Your Account (defined below) and refuse any and all current or future use of the Platform (or any portion thereof) at any time.

• USER INFORMATION & ACCOUNT SECURITY:
  

  22.1. You are solely responsible for and in control of the information You provide to us. Compilation of User Accounts and User Account bearing contact number and e-mail addresses are owned by Ovaloop. Further, You understand and agree that certain information will be case sensitive and must be handled with a prudent care.

  22.2 .In the case where the Platform is unable to establish unique identity of the User against a valid mobile number or e-mail address, the Account shall be indefinitely suspended. Ovaloop reserves the full discretion to suspend a User's Account in the above event and does not have the liability to share any Account information whatsoever.

  22.3. You will be responsible for maintaining the confidentiality of the Account information, and fully responsible for all activities that occur under Your Account. You agree to (i) immediately notify Ovaloop of any unauthorized use of Your Account information or any other breach of security, and (ii) [ensure that You exit from Your Account at the end of each session.] Ovaloop cannot and will not be liable for any loss or damage arising from Your failure to comply with this provision. You may be held liable for losses incurred by Ovaloop or any other User of or visitor to the Platform due to authorized or unauthorized use of Your Account as a result of Your failure in keeping Your Account information secure and confidential. Use of another User’s Account information for using the Platform is expressly prohibited.

• PAYMENT TERMS:
  

  23.1. For Services offered on a payment basis, the following terms apply:

  23.1.1. Purchase Services: While initiating a request for a Purchase Service, You shall pay for the price of the Items You require Ovaloop to deliver to You from the Merchant. The transaction for the Purchase Service will be initiated on the Platform once You have completed the payment for the same on the Platform. In certain exceptional circumstances, if the purchase price of the Item is not available on the Platform, You shall be required to pay the purchase price of the Item, through the Platform, as may be communicated to You by us, prior to Ovaloop undertaking Purchase Service.

  23.1.2. Delivery Services: While availing Delivery Service, You shall pay the purchase price of the Item through the Platform, as may be communicated to You by Ovaloop on behalf of the Merchant. Only upon processing such agreed amount via Platform, shall we purchase the Item on Your behalf.

  23.1.3. Pick Up and Drop Off Services: While initiating a request for a Pick Up and Drop Off Service, You shall pay the service fees for availing the Pick Up and Drop Off Service, as may be displayed to You on the Platform. Only upon making such payment will Ovaloop initiate the Pick Up and Drop of Service.

  23.1.4. Service Fees: With respect to Delivery Services and Purchase Services, You will be charged a separate service fees ("Service Fees"). The Service Fees shall be paid prior to availing any of the Ovaloop Services.

  23.1.5. You agree that Ovaloop may use certain third-party vendors and service providers, including payment gateways, to process the payments made by You on the Platform.

  23.2. For Services offered on a subscription basis, the following provisions apply:

  23.2.2. You must pay with one of the following:

  • A valid credit card acceptable to Ovaloop;
  • A valid debit card acceptable to Ovaloop;
  • or by another payment option Ovaloop provides to you in writing.

  23.3. Users outside Nigeria: In the event you choose to pay with credit card and the payment will be processed as to be otherwise provided by Ovaloop.

  23.4. If your payment and registration information is not accurate, current, and complete and you do not notify us promptly when such information changes, we may suspend or terminate your account and refuse any use of the Services.

  23.5. If you do not notify us of updates to your payment method (e.g., credit card expiration date), to avoid interruption of the Services, we may participate in programs supported by your card provider (e.g., updater services, recurring billing programs, etc.) to try to update your payment information, and you authorize us to continue billing your account with the updated information that we obtain.

  23.6. Ovaloop will automatically renew your monthly, quarterly, or annual Services at the then-current rates, unless the Services subscription is cancelled or terminated under this Agreement.

  23.7. Additional cancellation or renewal terms may be provided to you on the website for the Services

• CANCELLATION, RETURN AND REFUND POLICY:
  

  24.1. Ovaloop shall confirm and initiate the execution of the transaction initiated by You upon receiving confirmation from You for the same. If You wish to cancel a transaction on the Platform, You shall select the cancel option on the Platform. It is to be noted that You may have to pay a cancellation fee for transactions initiated on the Platform for which work has already been commenced by Us or the Merchant, as the case may be. With respect to work commenced by Merchants the cancellation fee will be charged to You which will be in accordance with the cancellation and refund policies of such Merchants.

  24.2. Ovaloop may cancel the transaction initiated by You on the Platform, if:

  24.2.1. The designated address to avail the Ovaloop Services provided by You is outside the service zone of Ovaloop.

  24.2.2. Failure to get your response via phone or any other communication channel at the time of confirmation of the order booking.

  24.2.3. The transaction involves supply/delivery/purchase of any material good that is illegal, offensive or violates of the Terms of Use.

  24.2.4. Information, instructions and authorizations provided by You is not complete or sufficient to execute the transaction initiated by You on the Platform.

  24.2.5. If in the case of Merchants, the Merchant outlet is closed.

  24.2.6. If any Item for which You have initiated the transaction is not in stock with the Merchant.

  24.2.7. If the transaction cannot be completed for reasons not in control of Ovaloop.

  24.3. You shall only be able to claim refunds for transactions initiated by You only if You have already pre-paid the fees with respect to such transaction. Subject to relevant Merchant’s refund policy and in accordance therein, You shall be eligible to get the refund in the following circumstances:

  24.3.1. Your package has been tampered or damaged at the time of delivery, as determined by Ovaloop basis the parameters established by Ovaloop in its sole discretion.

  24.3.2. If the wrong Item has been delivered to You, which does not match with the Item for which You had initiated a transaction on the Platform.

  24.3.3. Ovaloop has cancelled the order because of any reason mentioned under Para 6 (b) above.

  24.3.4. All decisions with respect to refunds will be at the discretion of Ovaloop and the Merchant (depending on what service you need refund for) and in accordance with both of their internal refund policy (Refund Metrix) and the same shall be final and binding. All refunds initiated by either Ovaloop or the Merchant shall be refunded to the financial source account from which, You have initiated the transaction on the Platform.

  24.4. Refunds for returned products shall be by Ovaloop acting for and on behalf of the Merchant. Notwithstanding paragraphs 24.1 above, in respect of digital products or services and fresh food Ovaloop shall issue refunds in respect of failures in delivery only. Refunds of payment for such products for any other reasons shall be subject to the Merchant's terms and conditions of sale.

  24.5. Any changes to our Cancellation, Returns & Refunds Policy shall be effective in respect of all purchases made from the date of publication of the change on our website

• DELIVERY OF GOODS:
  

  25.1. Delivered orders are to be picked up from the Ovaloop Pick Up Centres within ______ days of notification of such delivery via SMS, phone call, or e-mail, failing which, the order will be sent back to Ovaloop’s Warehouse.

  25.2. If the item remains unrequested for __ days after notification has been sent to the merchant, Ovaloop shall charge 1/3 (one third) of the delivery fee, for each day the goods remain in Ovaloop's warehouse.

• COMPLAINTS:
  

  26.1. Any complaint with respect to damaged goods, delay in delivery, or missing goods, must be directed to Ovaloop’s registered office, phone call, or email address within 3 days after the completion of the order.

  26.2. Failure to lodge a complaint within the specified period shall foreclose any further complaint in respect of the same order.

  26.3. All complaints must be made by sending an email to Ovaloop’s email address, phone call or in writing to the registered address of the company.

• PICKUP AND DROP OFF SERVICES:
  

  27.1. As a part of the Ovaloop Services, we also give You an option to avail the Pick Up and Drop Off Services being provided by us.

  27.2. You can initiate a transaction on the Platform by which You may (through the help of Ovaloop) send packages at a particular location. The Pick Up and Drop Off Services are provided to You directly by Ovaloop and we assume responsibility or liability for any form of deficiency of services on our part.

  27.3. Upon initiation of a request for Pick Up and Drop Off Services on the Platform, Ovaloop will assign a G pilot to You. The Pilot shall pick up the Item from a location designated by You on the Platform and drop off the Items at a particular location designated by You. You agree and acknowledge that the pick-up location and the drop off location has been added by You voluntarily and such information will be used for the Ovaloop Services and shall be handled by Ovaloop in accordance with the terms of its Privacy Policy.

  27.4. You agree that You shall not request for a Pick Up and Drop Off Services for Items which are illegal, hazardous, dangerous, or otherwise restricted or constitute Items that are prohibited by any statute or law or regulation or the provisions of this Terms of Use.

  27.5. You agree that before requesting a Pick-up and Drop-off Service, You are well aware of the contents of the package sent or requested by You through Ovaloop, and that such contents are legal and within limits of transportation under any applicable laws. Such contents shall not be restricted and/or banned and/or dangerous and/or prohibited for carriage (such items include, but are not limited to, radio-active, incendiary, corrosive or flammable substances, hazardous chemicals, explosives, firearms or parts thereof and ammunition, firecrackers, cyanides, precipitates, gold and silver ore, bullion, precious metals and stones, jewellery, semi-precious stones including commercial carbons or industrial diamonds, currency (paper or coin) of any nationality, securities (including stocks and bonds, share certificates and blank signed share transfer forms), coupons, stamps, negotiable instruments in bearer form, cashier's cheques, travellers’ cheques, money orders, passports, credit/debit/ATM cards, antiques, works of art, lottery tickets and gambling devices, livestock, fish, insects, animals, plants and plant material, human corpses, organs or body parts, blood, urine and other liquid diagnostic specimens, hazardous or bio-medical waste, wet ice, pornographic materials, contraband, bottled alcoholic beverages or any intoxicant or narcotics and psychotropic substances or any other prohibited material or material for the transportation of which specific authorisation/license is required under applicable laws).

  27.6. You are also aware that Ovaloop may choose to perform the Pick Up and Delivery Services requested by You. Further, for Delivery Services through “Any store in the city” option available on the Platform, it is recommended that You cautiously review and confirm the Item picture shared by Your Delivery Partner (“Item Picture/(s)”) for Your confirmation. Subject to these Terms of Use and any other policies of the Company, Item Pictures and Your confirmation thereof shall be relied upon by the Company in case of any dispute between You and Your Delivery Partner with respect to the Item ordered through “Any store in the city”. In case, the Item Picture/(s) is different from the Item listed by You in Your order, You should immediately reach out to Your Delivery Partner and request to share the correct Item Picture/(s). Your confirmation to an Item Picture shall be construed as a deemed acceptance for the modified/different Item.

  27.7. You also agree that, upon becoming aware of the commission any offence by You or Your intention to commit any offence upon initiating a Pick-up and Drop-off Service or during a Pick-up and Drop-off service of any Item(s) restricted under applicable law, Ovaloop may report such information to the law enforcement authorities.

• CONTACT US:
  

  We are committed to provide the excellent user experience. Therefore, we attend to User questions, enquiries and complaints with diligence. We aim to respond to your questions, enquiries and complaints within a reasonable period, in any event no later than the time period prescribed by applicable law. All complaints and feedback should be addressed to the following email address: support@ovaloop.com

  This Terms of Use was last updated on 19th of January, 2023.