Merchant Terms
of Service

These Merchant Terms of Service (the “Terms” or this “Agreement”) form a binding contract between Stur Africa Ltd. (“Stur,” “we,” “our,” or “us”) and the individual or entity who creates a merchant account to access Stur’s products and services (“Merchant,” “you,” or “your”).

By creating an account on our website or apps, connecting your WhatsApp, Instagram, or other supported channels, and/or using any Stur service (collectively, the “Services”), you agree to these Terms and to all policies incorporated by reference, including Stur’s Terms of Use, Acceptable Use Policy (AUP), and Privacy Policy (together, the “Stur Policies”). If any additional product‑specific rules apply (e.g., payments, wallet, or messaging rules), they are incorporated herein.

If you are entering into this Agreement on behalf of a company or other legal entity, you represent that you have authority to bind that entity to these Terms.

1) Account Terms

1.1 Registration. To use the Services, you must register for a Stur Merchant Account (“Account”) and provide accurate, current, and complete information, which may include your full legal name, business name, registered/business address, phone number, a valid email address, government‑issued identifiers, tax identifiers, and any other information we request (collectively, “Merchant Information”). Stur may approve, deny, suspend, or cancel Accounts at our sole discretion.

1.2 Accuracy & Updates. You represent and warrant that your Merchant Information is true and complete and will be kept up to date in your Account settings. You will not misrepresent your identity or your business.

1.3 Verification & Authorizations. You authorize Stur and our third‑party service providers (e.g., identity verification, payments, compliance, risk, messaging) to obtain, verify, and record information about you and your business from public and private sources to provide the Services and comply with law. Where necessary, you grant Stur and our providers a limited power of attorney to access third‑party sites and data on your behalf solely for these purposes.

1.4 Eligibility. You must be at least the age of majority in your jurisdiction (and in any event no younger than 18) and you confirm you are accessing the Services for business purposes—not for personal, household, or family use.

1.5 Primary Email Address. You agree that the email address linked to your Account will serve as your Primary Email Address for official communications. You are responsible for monitoring it and ensuring it can send and receive messages.

1.6 Security. You are responsible for safeguarding your credentials (including passwords, API keys, and any messaging tokens). Stur is not liable for losses resulting from your failure to secure your Account. If you authorize staff or third parties to access your Account, this is at your risk.

1.7 Acceptable Use. You may not reproduce, resell, reverse engineer, or circumvent technical limitations of the Services; process orders outside of Stur’s permitted flows to avoid fees; or access the Services via scrapers, robots, or other automated means except as expressly allowed by Stur.

2) Account Activation & Roles

2.1 Store Owner. The person or entity that opens the Account is the contracting party (“Store Owner”). If you register on behalf of your employer, your employer is the Store Owner, and you represent you have authority to bind them.

2.2 Channels. Your “Store” includes any storefront or conversational channel connected to Stur (e.g., WhatsApp Business, Instagram, web widgets, Stur‑hosted links, or custom integrations via Stur APIs). Store Owner identity (including legal entity name, where applicable) must be visible to customers via your storefront/channel.

2.3 Staff Accounts. Depending on plan tier, you may create Staff Accounts with permissioned access. The Store Owner is responsible for all activity by users under the Account and for ensuring compliance with these Terms.

3) Stur’s Rights

3.1 Changes to Services. We may introduce, modify, or discontinue any Service or feature at any time. Not all features are available in every region or for every Merchant.

3.2 Content Moderation. We may review, refuse, or remove any content or listings ("Materials") that violate the Stur Policies or applicable law.

3.3 Conduct. Abusive, threatening, or harassing behavior toward Stur staff or partners may result in immediate Account termination.

3.4 Competition. We may provide Services to competitors and our employees/contractors may also be Merchants; they will not use your Confidential Information (defined below).

3.5 Account Ownership Disputes. We may request documentation (e.g., CAC registration, government ID, tax records, proof of control of connected numbers/domains) to resolve ownership disputes and may suspend or transfer Accounts accordingly.

4) Your Responsibilities

4.1 Not a Marketplace. Stur provides tools; we are not a marketplace. Contracts of sale are directly between you and your customers. You are the seller of record and responsible for your Store, listings, pricing, taxes, shipping/fulfilment, delivery, refunds, returns, customer service, and compliance with law.

4.2 Disclosures. You must provide clear public‑facing contact information, refund/return policy, delivery timelines, and any legally required disclosures on your storefront/channels.

4.3 Compliance. You will comply with all applicable laws and Network/Platform rules (e.g., Meta/WhatsApp, Instagram, Card Network Rules, anti‑spam, consumer protection, privacy/data protection, sanctions, export, AML/CTF, advertising).

4.4 Prohibited Uses. You may not use the Services for illegal or unauthorized purposes or to sell prohibited goods/services (see AUP). Stur may restrict categories at its discretion.

4.5 Checkout. You agree to use Stur‑approved checkout and payment flows (“Stur Checkout”) for sales made via Stur channels and APIs.

5) Fees, Billing & Taxes

5.1 Fees. You agree to pay subscription fees, transaction fees, messaging fees, and any other published or agreed fees (collectively, “Fees”).

5.2 Payment Method. You must maintain at least one valid payment method on file. We may charge Fees to any authorized method on file until all Fees are paid.

5.3 Billing Cycle. Subscription Fees are billed in advance on a recurring basis (e.g., every 30 days or as communicated). Transaction and other usage‑based Fees may be billed as incurred. Invoices are delivered to the Store Owner’s Primary Email Address and/or shown in the dashboard.

5.4 Delinquency. If we cannot collect Fees, we may retry, suspend access, and/or terminate your Account. Reactivation may require full payment of outstanding amounts and the next cycle’s Fees.

5.5 Taxes. Fees are exclusive of taxes. You are responsible for any applicable VAT, sales/use tax, GST, withholding, or other government charges related to your subscription or use of the Services, except taxes assessed on Stur’s net income.

5.6 Merchant Taxes. You are solely responsible for determining, collecting, withholding, reporting, and remitting taxes arising from your sales to customers.

5.7 Fee Changes. We may update Fees and will communicate material adverse changes where required by law or contract.

6) Chargebacks, Disputes & Reversals

6.1 Chargebacks. Customers may dispute card or alternative payments via their issuing bank or provider under applicable network rules. You are solely responsible for chargebacks, reversals, refunds, or similar disputes on your transactions.

6.2 Dispute Process. Where permitted, Stur (or our payment processor) may notify you of a dispute and allow evidence submission. Final decisions rest with the card network/issuer or relevant provider.

6.3 Deductions. If a transaction is reversed, we may debit your settlements or wallet balance for: (a) the disputed amount, (b) non‑refundable processing fees, and (c) any dispute/administration fees charged by processors or networks. If your balance is insufficient, you authorize us to debit future settlements or invoice you.

6.4 Stur‑Initiated Refunds/Blocks. We may initiate refunds, hold funds, or block access (without prior notice) if we suspect fraud, non‑delivery, policy violations, incomplete or failed KYC/AML, or if required by law, network rules, or a court/government order.

7) Confidentiality

7.1 Definition. “Confidential Information” means non‑public information disclosed by one party to the other, including business, technical, security, financial, and customer data.

7.2 Protection. Each party will protect the other’s Confidential Information with at least the same care it uses for its own and only use it to perform under these Terms, except as required by law or with consent.

8) Electronic Signatures & Communications

8.1 You consent to transact and receive notices electronically and to the use of electronic signatures. If you withdraw consent, we may close your Account after processing your request within a reasonable time.

9) Your Materials & Licenses

9.1 Materials. “Materials” include the content you provide or make available through the Services (e.g., listings, images, videos, text, logos, pricing, code, reviews, feedback).

9.2 Standards. Materials must be truthful, accurate, lawful, and not deceptive, infringing, obscene, harassing, or otherwise prohibited by the Stur Policies.

9.3 License to Stur. You grant Stur a worldwide, non‑exclusive, transferable, sub‑licensable, royalty‑free license to host, use, reproduce, adapt, publish, translate, and display Materials to operate and promote the Services and to perform our obligations. You retain ownership of your Materials.

9.4 Trademarks. You grant Stur a license to use your names, trademarks, and logos to provide and promote the Services. Our use does not imply endorsement of your products.

10) Services & Availability

10.1 Territory. Stur operates in select markets. Some features are available only in certain countries/currencies. You access from other locations at your own risk and responsibility for compliance.

10.2 Accuracy. We aim for accuracy but do not guarantee that listings, analytics, or other information will be error‑free or current.

11) Payments

11.1 Processors. Payments may be facilitated by Stur or by third‑party payment processors and financial partners (collectively, “Payment Processors”). You must comply with applicable Processor terms and Network Rules (e.g., Visa, Mastercard), and Platform rules (e.g., Meta/WhatsApp, Instagram).

11.2 Settlement. Unless otherwise stated in your dashboard or agreement, domestic settlements are generally made on a T+1 business‑day basis after confirmation. Foreign currency settlements may have longer timelines. Indicative timeframes may vary by bank, currency, risk reviews, or Processor policies.

11.3 No Warranty. Stur is not responsible for Processor outages, bank delays, or payment declines.

12) Stur Wallet ("Shoppa Wallet")

These Wallet Terms govern your use of the wallet functionality within Stur (the “Wallet” or “Shoppa Wallet”), which is delivered in partnership with regulated third‑party financial institutions and providers (“Wallet Providers”). Stur does not itself hold customer funds.

12.1 Provisioning & KYC. Wallet access may be automatically provisioned to Merchants. Active use requires successful KYC/AML verification (e.g., BVN/NIN in Nigeria or local equivalents elsewhere). You are responsible for safeguarding Wallet credentials and transaction PINs.

12.2 Funding & Withdrawals. Customer payments received via Stur may settle into your Wallet. Withdrawals require authentication and may only be made to verified beneficiary accounts you control. Daily/monthly limits may apply by tier, jurisdiction, or risk profile and may change.

12.3 Interest. Wallet Providers may pay non‑compounding interest on eligible balances subject to applicable law (less any required withholding tax). Rates and schedules may change; you may opt out where offered.

12.4 Fees. Stur may charge withdrawal or other Wallet fees as published in the dashboard or fee schedule.

12.5 Reversals & Refunds. Funds credited to the Wallet are provisional and may be reversed in the event of chargebacks, fraud, or errors. Refunds may be initiated by you, Stur, a Wallet Provider, or a Processor to comply with law or policy.

12.6 Fraud & Suspension. Stur and Wallet Providers may freeze balances, reverse transactions, or suspend Wallet access if fraud, policy violations, or regulatory concerns are suspected.

12.7 Data & Privacy. Wallet Providers may process your data per their own terms and privacy policies in addition to Stur’s Policies.

13) Refunds (Stur Fees)

If Stur fails to deliver Services under circumstances solely attributable to Stur, we may, at our discretion, issue credits or refunds of Stur‑assessed Fees (not customer order amounts). Bank/Processor charges may be deducted where applicable. Merchant‑initiated cancellations are generally not refundable.

14) Intellectual Property

14.1 Ownership. Stur and its licensors own all rights in the Services, including software, documentation, brand, and all related IP. No rights are granted except as expressly stated.

14.2 Use of Stur Marks. You may not use Stur’s trademarks, logos, or trade dress without our prior written consent. Do not register domain names, social handles, ads keywords, or other identifiers that include or are confusingly similar to Stur’s marks.

15) Third‑Party Services & Beta Features

15.1 Third‑Party Services. Stur may recommend or enable third‑party apps, logistics, payment, analytics, or messaging integrations (“Third‑Party Services”). Use is at your sole risk and subject to third‑party terms. Stur is not responsible for Third‑Party Services.

15.2 Platform Integrations. By connecting Meta (WhatsApp/Instagram), Google, or other platforms, you consent to receive messages and for Stur to process such communications for delivery, analytics, and support, subject to the Stur Policies and platform terms.

15.3 Beta. Pre‑release or experimental features (“Beta Services”) are provided “as is,” may change or be discontinued, and are confidential. We make no commitments regarding their performance or availability.

16) Know Your Customer (KYC) & Risk

You are responsible for verifying your customers where required by law or by Stur/Processor policy, maintaining proof of delivery/service, and providing evidence upon request. We may request additional information about you, your staff, or your customers at any time.

17) Disclaimers & Limitation of Liability

17.1 AS IS. The Services are provided “as is” and “as available.” We disclaim all warranties not expressly stated here, including implied warranties of merchantability, fitness for a particular purpose, and non‑infringement.

17.2 No Guarantees. We do not warrant uninterrupted, timely, or error‑free operation; accuracy of analytics or content; or compatibility with your systems.

17.3 Limitation. To the maximum extent permitted by law, Stur is not liable for: lost profits, revenue, goodwill, or data; business interruption; indirect, special, incidental, exemplary, punitive, or consequential damages. Our aggregate liability arising out of or relating to the Services will not exceed the greater of (a) the Fees you paid to Stur for the Service giving rise to the claim in the 3 months preceding the event or (b) ₦10,000 (or local currency equivalent). Some jurisdictions do not allow certain exclusions; where prohibited, our liability will be limited to the minimum extent permitted.

18) Representations & Warranties (Merchant)

You represent and warrant that: (a) you have full power and authority to enter into and perform this Agreement; (b) you are duly organized and in good standing in your jurisdiction; (c) your Store, products, and Materials comply with law and the Stur Policies.

19) Indemnification

You will defend, indemnify, and hold harmless Stur and our affiliates, directors, officers, employees, and agents from and against all claims, losses, liabilities, damages, costs, and expenses (including reasonable legal fees) arising out of or related to: (a) your Store, products, or Materials; (b) your breach of these Terms or the Stur Policies; (c) your violation of law or third‑party rights; or (d) disputes, chargebacks, or taxes related to your sales.

20) Enforcement

If we suspect violations of these Terms or law, we may take actions we deem appropriate, including suspending features, freezing funds, contacting affected parties, law enforcement, banks, processors, platforms, or regulators, and sharing relevant information as permitted by law.

21) Feedback & Reviews

If you submit ideas, suggestions, or reviews (“Feedback”), you grant Stur a perpetual, worldwide, irrevocable, royalty‑free license to use the Feedback without restriction or compensation. You will not post false, unlawful, or infringing reviews.

22) Term & Termination

22.1 Term. These Terms start when you complete registration and continue until terminated.

22.2 Your Termination. You may close your Account at any time via Support. Some data or obligations may survive as required by law or these Terms.

22.3 Our Termination/Suspension. We may suspend or terminate your Account at any time, with or without notice, for any reason including fraud risk, non‑payment, repeated disputes, policy violations, or legal/compliance requirements.

22.4 Effect. Upon termination: (a) Services cease and access to your Account ends; (b) unpaid Fees become immediately due; (c) Stores may be taken offline; (d) rights and obligations intended to survive will do so, including Sections 1, 5–7, 9, 11–12, 14–20, 22–23.

23) Miscellaneous

23.1 Entire Agreement. These Terms and the Stur Policies constitute the entire agreement and supersede prior understandings regarding the Services.

23.2 Interpretation. Headings are for convenience only. Singular includes plural and vice versa. References to laws include amendments and replacements.

23.3 Force Majeure. Stur is not liable for delays or failures caused by events beyond our reasonable control, including acts of God, government actions, war, terrorism, labor conditions, internet or platform outages, or third‑party service failures.

23.4 Assignment. You may not assign these Terms without our prior written consent. We may assign or transfer our rights or obligations without notice.

23.5 Amendments. We may update these Terms and Policies. Where required, we will provide notice (e.g., email, dashboard) before changes take effect, except where immediate change is required for legal, security, or abuse‑prevention reasons. Continued use after effective date means acceptance.

23.6 Severability & Waiver. If any provision is unenforceable, the remainder remains in effect. No waiver of a breach is a waiver of any other breach.

23.7 Governing Law & Venue. These Terms are governed by the laws of the Federal Republic of Nigeria. Courts located in Lagos State, Nigeria will have exclusive jurisdiction, unless Stur designates another forum required by applicable law for a particular dispute. Proceedings will be conducted in English.

23.8 Notices. Legal notices to Stur must be sent to the email or postal address published in the dashboard or on our website (attention: Legal). Notices are deemed received upon confirmed delivery.

23.9 Third‑Party Beneficiaries. Except as expressly stated, there are no third‑party beneficiaries to these Terms.

Contact

For questions about these Terms, please contact legal@stur.africa or use the Support channel in your dashboard.