Terms of Service

Kola is operated by Kola Limited, a company registered under the laws of the Federal Republic of Nigeria (RC Number on file with the Corporate Affairs Commission), with its registered address at 438B Babaji Aliyu Street, Dantata Estate, Arab Road, Abuja, FCT, Nigeria.

In these Terms, “Kola”, “we”, “us” and “our” refer to Kola Limited. “You” and “your” refer to anyone who accesses or uses the Platform.

• Platform means the Kola website, merchant dashboard, storefront pages, WhatsApp bot, Point of Sale interface, and any related mobile applications or services.
• Merchant means any individual or business that registers an account on Kola to sell products or services.
• Team Membermeans any individual invited by a Merchant to access the Merchant's dashboard with a designated role and limited permissions.
• Customermeans any person who browses a Merchant's storefront, places an order through the Platform, or purchases from a Merchant via the Point of Sale.
• Point of Sale (POS) means the in-person sales interface within the Platform that allows Merchants to process walk-in, pickup, and delivery orders and accept cash or bank transfer payments at their physical location.
• Services means the tools Kola provides, including storefront hosting, order management, payment processing facilitation, Point of Sale, team management, and WhatsApp-based commerce.
• Content means any text, images, descriptions, prices, or other material uploaded to or generated on the Platform by a Merchant, including content produced with the assistance of AI tools.

By creating an account, accessing or using the Platform, you agree to be bound by these Terms. If you do not agree, do not use the Platform. We may update these Terms from time to time. Material changes will be communicated at least 30 days before they take effect. Continued use of the Platform after the effective date constitutes acceptance of the updated Terms.

By using the Platform, you consent to receiving all communications from Kola electronically, including via WhatsApp, email, or notifications within the Platform. Electronic communications satisfy any legal requirement that such communications be in writing.

To use Kola as a Merchant, you must:

• Be at least 18 years of age.
• Have the legal capacity to enter into a binding agreement under Nigerian law.
• Provide accurate and complete registration information, including a valid phone number and bank account details.
• Comply with all applicable laws, including any licences or permits required for the products or services you sell.

Customers must be at least 18 years of age to place orders involving payment.

Kola is a technology platform that enables Merchants to create online storefronts, accept orders, process in-person sales via Point of Sale, and receive payments. We are a facilitator, not a party to any transaction between Merchants and Customers.

We do not:

• Prepare, produce, store, or deliver any products sold through the Platform.
• Guarantee the quality, safety, legality, or accuracy of any product listing.
• Act as an agent or employee of any Merchant.
• Provide financial, legal, or tax advice.
• Provide delivery services. If a Merchant offers delivery, the Merchant is solely responsible for arranging, managing, and fulfilling deliveries. Kola is not liable for any delays, damages, losses, or disputes arising from delivery.
• Handle, hold, or verify physical cash. When a Merchant records a cash payment through the Point of Sale, the Platform only creates a digital record. The physical exchange of cash occurs entirely between the Merchant and the Customer.
• Guarantee the accuracy of AI-generated content. The Platform offers AI tools that can generate product descriptions, titles, and other content. These tools are provided as assistive features only. Merchants are solely responsible for reviewing, editing, and approving all content before it is published.

When you register as a Merchant, you create an account that is personal to you or your business. You are responsible for:

• Keeping your login credentials and transaction PIN confidential.
• All activity that occurs under your account, including actions taken by Team Members you have invited.
• Notifying us immediately at support@getkola.shop if you suspect unauthorised access.

We reserve the right to suspend or terminate accounts that violate these Terms, are inactive for an extended period, or are flagged for fraudulent activity.

Team Members. Merchants may invite Team Members to access their dashboard with specific roles (such as Manager, Fulfilment, Cashier, or Bookkeeper). Each role grants limited permissions within the dashboard. You, as the account owner, are solely responsible for:

• Choosing which individuals to invite and which role to assign them.
• All actions taken by your Team Members on the Platform, including orders created, payments recorded, and data accessed.
• Promptly removing Team Members who should no longer have access. Removing a Team Member revokes their access immediately but does not undo actions they have already taken.
• Ensuring your Team Members comply with these Terms. A violation by a Team Member is treated as a violation by the Merchant.

Kola is not liable for any loss, unauthorised action, or data exposure caused by a Team Member that the Merchant invited or failed to remove.

As a Merchant, you agree to:

• Provide accurate, complete, and up-to-date product listings, including descriptions, prices, and images.
• Fulfil orders promptly and communicate honestly with Customers about availability, preparation time, and delivery.
• Comply with all applicable Nigerian laws, including consumer protection laws, food safety regulations (NAFDAC where applicable), and tax obligations.
• Not sell prohibited, illegal, counterfeit, or regulated items without the required licences.
• Not use the Platform for any fraudulent, deceptive, or harmful purpose, including but not limited to ponzi schemes, pyramid structures, money laundering, or other financial crimes.
• Respond to Customer complaints and refund requests in a reasonable and timely manner.
• Be solely responsible for determining and meeting all applicable tax obligations, including VAT, income tax, and withholding tax. Kola does not collect, remit, or advise on taxes on behalf of Merchants.
• Review and verify all AI-generated content (including product descriptions, titles, and images) before publishing. You are solely responsible for the accuracy of all Content on your storefront, regardless of how it was created.
• Only send WhatsApp broadcasts and marketing messages to Customers who have a prior business relationship with you or who have consented to receive such messages. You must not use the broadcast feature for spam, unsolicited marketing to purchased contact lists, or any content that is deceptive, threatening, or illegal.

You may not list or sell any of the following through the Platform:

• Illegal drugs or controlled substances.
• Weapons, explosives, or hazardous materials.
• Counterfeit or stolen goods.
• Products that infringe on intellectual property rights of third parties.
• Regulated items (alcohol, tobacco, pharmaceuticals) without the appropriate licences.
• Any item prohibited by Nigerian law or that could cause harm to Customers.

We reserve the right to remove listings and suspend accounts that violate this section without notice.

Online payments. Online payments are processed by Monnify (operated by TeamApt / Moniepoint), a Central Bank of Nigeria (CBN) licensed payment processor.

• Kola does not hold, store, or directly manage Merchant funds. Funds are held by Monnify in accordance with CBN regulations.
• Customers pay via card, bank transfer, or USSD through secure payment links generated by Monnify.
• Earnings shown in the Merchant dashboard reflect balances reported by Monnify.
• Merchants can initiate cash outs to their registered bank account, subject to transaction PIN verification.
• Settlement timelines are determined by Monnify and may vary. Kola is not responsible for delays caused by Monnify or the banking system.
• Customers may initiate chargebacks or payment disputes with their bank or card issuer. If a chargeback is upheld, the disputed amount will be deducted from your balance. You are responsible for providing evidence to contest chargebacks when requested.
• Kola reserves the right to hold, delay, or reverse payouts if we suspect fraud, excessive chargebacks, or violation of these Terms.

Point of Sale cash payments.When a Merchant accepts cash through the Point of Sale, the physical exchange of money occurs entirely between the Merchant and the Customer. Kola's role is limited to providing a digital record of the transaction. Specifically:

• Kola does not receive, hold, verify, or guarantee any cash payment. The Merchant is solely responsible for collecting, counting, and safeguarding physical cash.
• The Platform records the amount tendered and change due as reported by the Merchant. Kola does not verify that these amounts are accurate.
• Disputes about cash payments (including short payments, counterfeit notes, or disputed change) are strictly between the Merchant and the Customer. Kola has no visibility into physical cash transactions and bears no liability for them.
• Cash collected through the POS is not reflected in the Merchant's Kola balance and cannot be cashed out through the Platform. The POS summary is a reporting tool only.

Point of Sale transfer payments. When a Customer pays via bank transfer at the Point of Sale, the payment is processed through Monnify and is subject to the same terms as online payments described above.

Kola is currently free to use. We do not charge subscription fees, listing fees, or commissions on transactions.

We reserve the right to introduce fees in the future. If we do, we will provide at least 30 days' notice before any fees take effect. You may close your account if you do not agree to the new fee structure.

Payment processing fees charged by Monnify are separate and are deducted from each transaction as disclosed at the point of payment.

Online orders.

• If an order is cancelled before fulfilment, the Customer receives a full refund via Monnify.
• Refund requests for completed orders are handled between the Merchant and the Customer, subject to Kola's review where a dispute is raised.
• Kola may intervene in disputes at its discretion but is not obligated to resolve any dispute between a Merchant and a Customer.
• Refunds are processed through Monnify and may take 5 to 10 business days to reflect, depending on the Customer's bank.

Point of Sale orders.

• Unpaid POS orders may be cancelled by the Merchant through the Platform. No payment was collected, so no refund is needed.
• For POS orders paid in cash, refunds involve the physical return of money from the Merchant to the Customer. The Platform provides a refund request and approval workflow for record-keeping, but Kola does not process, hold, or guarantee the return of physical cash. The Merchant is solely responsible for returning cash to the Customer.
• For POS orders paid via bank transfer, refunds follow the same process as online order refunds and are processed through Monnify.

The Platform, including its design, code, features, branding, and documentation, is the property of Kola Limited and is protected by Nigerian and international intellectual property laws.

Merchants retain ownership of the Content they upload. By uploading Content, you grant Kola a non-exclusive, royalty-free, worldwide licence to display, distribute, and promote your Content on the Platform for the purpose of providing the Services.

This licence ends when you delete the Content or close your account, except where the Content has been shared with or cached by third parties.

Your use of the Platform is also governed by our Privacy Policy, which explains how we collect, use, and protect your personal data in compliance with the Nigeria Data Protection Act (NDPA) 2023.

To the maximum extent permitted by Nigerian law:

• The Platform is provided “as is” and “as available” without warranties of any kind, whether express or implied, including warranties of merchantability, fitness for a particular purpose, or non-infringement.
• Kola shall not be liable for any indirect, incidental, special, consequential, or punitive damages arising from your use of the Platform.
• Our total liability to you for any claim arising from these Terms or your use of the Platform shall not exceed the total fees (if any) paid by you to Kola in the 12 months preceding the claim.
• Kola is not liable for any loss arising from the actions, omissions, or products of Merchants, including food quality, delivery delays, or incorrect orders.
• Kola does not guarantee that the Platform will be available at all times. We may experience downtime for maintenance, updates, or circumstances beyond our control. We are not liable for any losses resulting from temporary unavailability of the Platform.

You agree to indemnify and hold harmless Kola Limited, its directors, employees, and agents from any claims, damages, losses, liabilities, and expenses (including legal fees) arising from:

• Your use of the Platform.
• Your violation of these Terms.
• Your violation of any applicable law or regulation.
• Any claim by a third party related to products or services you sell through the Platform.
• Any Content you upload that infringes on the rights of a third party.

We may suspend or terminate your account, without prior notice, if:

• You breach these Terms.
• We receive credible reports of fraud, illegal activity, or Customer harm.
• We are required to do so by law, regulation, or a court order.
• Your account has been inactive for more than 12 consecutive months.

Upon suspension, all new orders and cash outs are blocked. Existing orders placed before suspension may still be fulfilled.

Upon termination, your storefront is taken offline. You will have 30 days to cash out any remaining balance, after which unclaimed funds will be handled in accordance with applicable Nigerian law.

You can delete your account at any time from the Settings page in the Merchant dashboard. Upon deletion:

• Your account is deactivated immediately.
• Your storefront and product listings are removed.
• Your personal data is permanently deleted within 7 days, except where retention is required by law (such as financial transaction records, which are retained for 6 years per CBN regulations).
• Any remaining balance must be cashed out before deletion. Kola is not responsible for funds left in the account at the time of deletion.

These Terms are governed by the laws of the Federal Republic of Nigeria.

Any dispute arising from these Terms or your use of the Platform shall first be resolved through good-faith negotiation. If the dispute cannot be resolved within 30 days, either party may refer the matter to mediation under the rules of the Lagos Court of Arbitration (or an equivalent body in Abuja, FCT).

If mediation fails, the dispute shall be submitted to the exclusive jurisdiction of the courts of the Federal Capital Territory, Abuja, Nigeria.

Class action waiver. You agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated, or representative action. You waive any right to participate in a class action lawsuit or class-wide arbitration against Kola.

Kola shall not be liable for any failure or delay in performing its obligations under these Terms due to events beyond its reasonable control, including but not limited to natural disasters, war, terrorism, pandemics, government actions, power failures, internet disruptions, or failures of third-party service providers.

• Severability. If any provision of these Terms is found to be unenforceable, the remaining provisions shall continue in full force and effect.
• Entire agreement. These Terms, together with the Privacy Policy, constitute the entire agreement between you and Kola regarding your use of the Platform.
• No waiver. Our failure to enforce any right or provision of these Terms shall not constitute a waiver of that right or provision.
• Assignment. You may not assign or transfer these Terms without our prior written consent. Kola may assign these Terms without restriction.
• Survival. Sections relating to intellectual property, limitation of liability, indemnification, dispute resolution, and any other provisions that by their nature should survive, shall survive the termination or expiration of these Terms.

If you have questions about these Terms, contact us at:

• Kola Limited
• 438B Babaji Aliyu Street, Dantata Estate
• Arab Road, Abuja, FCT, Nigeria
• Email: legal@getkola.shop