Terms and Conditions

Welcome to Ordex360, a B2B e-commerce platform developed to connect manufacturers, distributors, and wholesalers across Africa and beyond. These Terms and Conditions ("Terms") constitute a legally binding agreement between you ("User") and Ordex360 ("Platform," "we," "us," or "our") governing your access to and use of the Ordex360 web application, mobile application, APIs, and all related services (collectively, the "Services").

By registering an account, accessing, or using the Platform, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you do not agree with any part of these Terms, you must not access or use the Platform.

These Terms apply to all User roles: Administrators, Sales Agents, and Buyers (Wholesalers/Distributors). Certain provisions apply specifically to one or more roles; such applicability is clearly indicated throughout this document.

For the purpose of these Terms, the following definitions apply:

• "Platform" means the Ordex360 B2B e-commerce system, including web interfaces, mobile applications, APIs, and backend services.
• "Admin" means a user with full administrative access granted by Ordex360 to manage the system, agents, and configurations.
• "Sales Agent" means a registered user authorized to manage customer portfolios, place and track orders, and earn commissions through the Platform.
• "Buyer" means a registered wholesaler or distributor who accesses the Platform to browse catalogs, place bulk orders, and manage invoices.
• "Order" means a commercial transaction initiated on the Platform for the purchase of products listed in the catalog.
• "Wallet" means the in-platform digital wallet used to store commission earnings, referral rewards, and promotional credits for Sales Agents.
• "Promotions Engine" means the subsystem that manages promo codes, referral contests, quantity discounts, and sales campaigns.
• "Paystack" means the third-party payment processor integrated into the Platform for secure online transactions.
• "SKU" means Stock Keeping Unit, a distinct product variant listed in the Platform catalog.
• "Consequential Loss" means loss of profits, loss of revenue, loss of business, loss of customers, business interruption, reputational damage, or any other indirect or special loss.
• "Content" means any data, text, images, product descriptions, pricing information, or other material submitted to or generated on the Platform.
• "Arbitration and Mediation Act" means the Arbitration and Mediation Act 2023 of the Federal Republic of Nigeria.

3.1 Eligibility

To register and use the Ordex360 Platform, you must:

• Be at least 18 years of age or the legal age of majority in your jurisdiction.
• Be a registered business entity, sole trader, or authorized representative of a business.
• Have the legal authority to enter into binding contracts on behalf of your business.
• Not have been previously suspended or removed from the Platform.
• Comply with all applicable local, national, and international laws and regulations.

3.2 Account Creation

When registering an account on the Platform, you agree to:

• Provide accurate, current, and complete information during the registration process.
• Maintain and promptly update your account information to keep it accurate and complete.
• Keep your login credentials confidential and secure.
• Immediately notify Ordex360 of any unauthorized access to or use of your account.
• Accept full responsibility for all activities that occur under your account.

Ordex360 reserves the right to verify account information and may reject or suspend any registration at its sole discretion. Account access is role-based; the privileges assigned to your account are non-transferable.

3.3 Role-Based Access Control (RBAC)

The Platform implements a strict Role-Based Access Control system. Each user is assigned one of the following roles:

4.1 Permitted Use

The Platform is designed exclusively for legitimate B2B commercial purposes. Permitted uses include:

• Browsing, selecting, and ordering products from the Ordex360 catalog.
• Managing bulk orders, invoices, and delivery statuses.
• Sales Agents recording and tracking orders on behalf of assigned clients.
• Accessing analytics and performance data relevant to your assigned role.
• Participating in authorized promotional campaigns and referral programs.
• Communicating with platform support through designated channels.

4.2 Prohibited Conduct

Users are strictly prohibited from engaging in the following activities:

• Providing false, misleading, or fraudulent information at registration or during any transaction.
• Listing, advertising, or facilitating the sale of counterfeit, illegal, prohibited, or unregistered goods.
• Impersonating any person, business entity, or other platform user.
• Attempting to gain unauthorized access to any part of the Platform or other users' accounts.
• Reverse-engineering, decompiling, or attempting to extract source code from the Platform.
• Uploading malicious code, viruses, or any software that may damage or interfere with the Platform.
• Using automated scripts, bots, or scrapers to access, collect, or process data from the Platform without express written consent.
• Placing fraudulent, fictitious, or bad-faith orders.
• Manipulating the Promotions Engine to obtain discounts or rewards fraudulently.
• Engaging in any activity that violates applicable export control, sanctions, tax, or trade laws.
• Using the Platform for consumer retail transactions - Ordex360 is a B2B platform only.
• Infringing the intellectual property rights of Ordex360, other users, or any third party.

Violation of these prohibitions may result in immediate account suspension, termination, legal action, and recovery of losses incurred by Ordex360 or third parties.

5.1 Order Placement

Orders placed through the Platform are binding commercial commitments. By submitting an order, the Buyer (or Sales Agent acting on behalf of a Buyer) confirms that the order details are accurate, sufficient authorization exists to commit to the purchase, and payment obligations will be met in accordance with the agreed terms.

Ordex360 tracks every order through its complete lifecycle: cart creation, confirmation, dispatch, delivery, and feedback. Users must ensure that order status changes are accurately reflected in the system.

5.2 Pricing and Pricing Tiers

All product prices are displayed in Nigerian Naira (NGN) unless otherwise indicated. Ordex360 operates a dynamic B2B pricing tier model where unit prices vary based on minimum and maximum order quantities (MOQ). The applicable pricing tier will be displayed at the time of order.

Ordex360 reserves the right to update product prices, discontinue products, or modify pricing tiers at any time without prior notice. Orders confirmed and paid prior to a price change shall be honored at the price agreed at the time of confirmation.

5.3 Order Cancellations and Modifications

Once an order is confirmed and payment has been processed, cancellations or modifications may only be possible at the pre-dispatch stage. Ordex360 does not guarantee that cancellation requests will be accommodated once an order is in the dispatch or delivery phase. Approved cancellations may be subject to applicable restocking or processing fees.

5.4 Delivery and Fulfillment

Delivery timelines are estimates subject to logistics constraints, location accessibility, and force majeure events. Ordex360 provides real-time order tracking to keep all parties informed. Ordex360 and its agents shall not be liable for delays caused by circumstances beyond their reasonable control, including carrier delays, governmental action, natural disasters, or infrastructure disruptions.

6.1 Payment Processing

All payments on the Platform are processed through Paystack, a PCI DSS-compliant payment gateway. By making a payment, you agree to Paystack's terms of service and privacy policy in addition to these Terms. Ordex360 does not store full card details on its servers; all payment data is handled by Paystack.

6.2 Invoices

Upon successful payment, an invoice will be automatically generated and made available in the Platform, exportable in PDF format. Users should retain copies of all invoices for their records.

6.3 Refund Policy

Refund requests will be considered on a case-by-case basis in the following circumstances:

• Confirmed order cancellation at the pre-dispatch stage, subject to applicable fees.
• Products delivered that materially deviate from the confirmed order.
• Verified duplicate payment for a single order.

Refund requests must be submitted within seven (7) business days of the delivery date or the issue arising. Approved refunds will be processed within fourteen (14) business days.

7.1 Agent Onboarding

Sales Agents are onboarded by Ordex360 Admins and are granted access to the Sales Agent Portal. Agents represent Ordex360 in interactions with Buyers and are responsible for maintaining professional conduct and accuracy in all orders and communications.

7.2 Incentive and Commission Structure

Sales Agents earn commissions based on sales volume, milestones, and performance criteria configured by Admins. Agents acknowledge that:

• Commission rates and milestone thresholds may be updated by Admin at any time, with notice provided within the Platform.
• Commission earnings are credited to the Agent's Wallet upon successful order completion and payment.
• Ordex360 reserves the right to reverse commissions for orders that are subsequently cancelled, refunded, or found to be fraudulent.

7.3 Wallet and Withdrawals

The Ordex360 Wallet provides Sales Agents with a secure, auditable record of all earnings. Agents may request withdrawals to their registered bank account in accordance with the withdrawal limits and schedules configured by Admin. Ordex360 is not liable for bank charges or delays incurred during the withdrawal transfer process.

7.4 Referral Program

Sales Agents may participate in Ordex360's referral program, earning rewards for referring new Buyers or Agents who successfully register and transact on the Platform. Referral rewards are subject to the terms of each campaign. Ordex360 reserves the right to disqualify referrals found to be self-referrals, duplicates, or generated through fraudulent means.

By participating in any promotion, you agree to use promotional codes and discounts for legitimate transactions only, not share or distribute promotional codes outside their intended recipient group, and accept that all promotions are subject to availability, expiry dates, and any specific conditions communicated at the time of the campaign.

Ordex360 reserves the right to modify, suspend, or terminate any promotion at any time. Any attempt to abuse or manipulate promotional offers will result in account suspension and forfeiture of any accrued promotional benefits.

All intellectual property rights in and to the Ordex360 Platform - including software, design, source code, database structures, trade names, logos, and content generated by Ordex360 - are owned by or licensed to Ordex360 and are protected by applicable intellectual property laws.

Users are granted a limited, non-exclusive, non-transferable, revocable license to access and use the Platform solely for the purposes described in these Terms. Any content uploaded by Users to the Platform remains the intellectual property of the respective User, subject to a royalty-free license granted to Ordex360 to use such content solely for the purpose of operating and improving the Platform.

10.1 Platform Availability

The Platform is provided on an "as-is" and "as-available" basis. Ordex360 does not warrant that the Platform will be uninterrupted, error-free, or free from technical issues. Scheduled maintenance windows will be communicated in advance where possible.

10.2 Exclusion of Consequential and Indirect Losses

Ordex360 shall not be liable - whether in contract, tort (including negligence), breach of statutory duty, or otherwise - for any indirect, incidental, consequential, or special damages arising from your use of, or inability to use, the Platform. This exclusion applies even if Ordex360 has been advised of the possibility of such damages.

For the avoidance of doubt, this exclusion specifically covers the following categories of loss:

This exclusion shall not apply to the extent prohibited by applicable law (including the Nigeria Consumer Protection Act where applicable), or to damages arising from Ordex360's fraud, willful misconduct, or gross negligence.

10.3 Aggregate Liability Cap

In no event shall Ordex360's total aggregate liability to any User exceed the total amount actually paid by that User to Ordex360 in the twelve (12) calendar months immediately preceding the event giving rise to the claim.

This liability cap applies to all claims in aggregate, not per incident. Users are encouraged to maintain their own business continuity and insurance arrangements to cover potential commercial losses.

10.4 Third-Party Services

The Platform integrates with third-party services including Paystack, Twilio, SendGrid, Firebase, and AWS S3. Ordex360 does not accept liability for the performance, availability, security, or conduct of these third-party services. Users are encouraged to review the terms and privacy policies of all third-party services accessed through the Platform.

11.1 Indemnification Obligation

You agree to indemnify, defend, and hold harmless Ordex360, its directors, employees, agents, licensors, and service providers from and against any and all claims, liabilities, damages, judgments, awards, losses, costs, legal fees, and expenses arising out of or in connection with your use of the Platform, your breach of these Terms, or your violation of any applicable law or regulation.

Without limiting the generality of the foregoing, your indemnification obligation specifically covers claims arising from:

• Fraud, misrepresentation, or dishonest conduct in connection with your account or any transaction on the Platform.
• The listing, advertisement, sale, or facilitation of counterfeit, illegal, unregistered, prohibited, or intellectually infringing goods or services through the Platform.
• Infringement of any intellectual property right, trademark, copyright, or patent of any third party in connection with content or products you place on the Platform.
• Failure to comply with applicable tax obligations, including VAT, import duties, withholding tax, and any other levies required by law in connection with your Platform transactions.
• Regulatory breaches, including violations of product safety standards, consumer protection laws, customs regulations, or any sector-specific licensing requirements applicable to goods you trade on the Platform.
• Any misuse of the Promotions Engine, including fraudulent manipulation of promo codes, referral rewards, or sales campaigns.
• Claims by your employees, clients, or business partners arising from actions you take - or fail to take - on the Platform.

11.2 Indemnification Process

Ordex360 will notify you promptly of any claim for which indemnification is sought and will provide reasonable cooperation in the defence of such claim at your expense. Ordex360 reserves the right to assume exclusive control of the defence and settlement of any claim subject to your indemnification obligation. You shall not settle any such claim without Ordex360's prior written consent.

12.1 Termination by User

Users may request account deactivation by contacting Ordex360 support. Account closure requests will be processed within fourteen (14) business days. All pending orders and outstanding financial obligations must be resolved prior to account closure.

12.2 Termination by Ordex360

Ordex360 reserves the right to suspend or permanently terminate any account, with or without notice, in the event of:

• Violation of these Terms or any applicable law or regulation.
• Fraudulent, deceptive, or dishonest conduct on the Platform.
• Non-payment of outstanding invoices or financial obligations.
• Any activity that may harm the Platform, other users, or Ordex360's business interests.

Upon termination, access to the Platform will be revoked immediately. Earned and unpaid wallet balances may be settled at Ordex360's discretion, subject to any applicable deductions for outstanding obligations.

13.1 Governing Law

These Terms shall be governed by and construed in accordance with the laws of the Federal Republic of Nigeria, including the Nigeria Data Protection Act 2023, the Companies and Allied Matters Act 2020, and any other applicable federal and Lagos State legislation.

13.2 Informal Resolution

Before initiating any formal dispute resolution proceedings, the parties must first attempt to resolve the dispute through good-faith negotiation. The disputing party must provide written notice to the other party describing the nature of the dispute, the relief sought, and the contact details for their authorized representative. The parties shall have thirty (30) calendar days from the date of such notice (the "Negotiation Period") to attempt to resolve the dispute informally.

13.3 Mediation

If the dispute is not resolved within the Negotiation Period, the parties agree to refer the dispute to formal mediation. The mediation shall be conducted in Lagos, Nigeria, in accordance with the Arbitration and Mediation Act 2023. The parties shall jointly appoint a neutral mediator; failing agreement within fifteen (15) days, the mediator shall be appointed by the Lagos Court of Arbitration. Each party shall bear its own costs of mediation unless the mediator determines otherwise.

13.4 Arbitration

If the dispute remains unresolved after mediation, the dispute shall be finally resolved by binding arbitration in Lagos, Nigeria, conducted in accordance with the Arbitration and Mediation Act 2023. The arbitral tribunal shall consist of a single arbitrator agreed upon by the parties, or failing agreement, appointed by the Lagos Court of Arbitration. Proceedings shall be conducted in the English language. The arbitrator's award shall be final and binding, and may be enforced in any court of competent jurisdiction.

13.5 Scope of Arbitration Exclusions

Nothing in this Clause shall prevent either party from seeking urgent injunctive or other equitable relief from a court of competent jurisdiction to prevent irreparable harm pending the outcome of mediation or arbitration, including emergency relief to protect confidential information or platform integrity.

13.6 Class Action Waiver

To the maximum extent permitted by law, you waive any right to pursue a dispute as a class, collective, or representative action. All disputes shall be resolved on an individual basis only.

Ordex360 reserves the right to modify these Terms at any time. Users will be notified of material changes through the Platform, via email, or through SMS notifications. Continued use of the Platform after the effective date of the amended Terms constitutes acceptance of the revised Terms. We encourage users to review these Terms periodically.

15.1 Electronic Acceptance

By clicking "I Agree," "Accept," or "Register," or by otherwise accessing or using the Platform, you electronically accept and agree to be bound by these Terms and Conditions and the Privacy Policy. This electronic acceptance constitutes a valid, binding, and legally enforceable agreement under the Nigeria Information Technology Development Agency Act (NITDA), the Electronic Transactions Act, and any other applicable legislation governing electronic contracts in Nigeria.

15.2 Legal Equivalence

You acknowledge and agree that:

• Your electronic acceptance carries the same legal force and effect as a handwritten signature on a physical document.
• No additional formality (including wet ink signature, notarization, or witnessing) is required for these Terms to be legally binding on you.
• Electronic records of your acceptance, including the timestamp, IP address, device identifier, and user account details at the time of acceptance, shall constitute sufficient evidence of your agreement to these Terms and may be relied upon in any legal or arbitration proceedings.
• You are responsible for maintaining records of your acceptance, including any email confirmation sent to you by the Platform upon registration.

15.3 Capacity

By electronically accepting these Terms, you represent and warrant that you have the legal capacity and authority to enter into this agreement and, where applicable, that you are duly authorized to bind the legal entity on whose behalf you are acting.

ACKNOWLEDGEMENT

By registering an account and using the Ordex360 Platform - whether by clicking "I Agree" at registration, using the Platform, or electronically signing any Platform document - you confirm that you have read, understood, and agreed to be bound by these Terms and Conditions (Part A) and the Privacy Policy (Part B), as set out in this document, effective as of the date stated on the cover page.

This electronic acknowledgement is legally binding under applicable Nigerian law and shall be enforceable in any competent court or arbitration tribunal.