FGC MULTI-VENDOR PLATFORM

Terms of Service, Privacy Policy & Vendor Agreement

1. Introduction

Welcome to the FGC Multi-Vendor Platform (“Platform”, “we”, “us”, or “our”). This document constitutes the complete Terms of Service, Privacy Policy, and Vendor Agreement governing access to and use of our e-commerce marketplace. By accessing the Platform, registering an account, listing products, or making a purchase, you agree to be legally bound by these terms.

These terms are designed to comply with applicable Nigerian law, Google Play Developer Program Policies, and Google Merchant Center requirements. If you do not agree to these terms, you must not use the Platform.

2. Definitions

For the purposes of this Agreement, the following terms have the meanings set out below:

• Platform — The FGC Multi-Vendor e-commerce marketplace, including all websites, mobile applications, APIs, and related services.
• Vendor — Any individual, sole trader, or registered business entity that has completed Vendor registration and is approved to list and sell products on the Platform.
• Customer — Any registered or guest user who browses, orders, or purchases products through the Platform.
• User — Collectively, all persons who access the Platform, including Vendors, Customers, and visitors.
• Administrator — The Platform owner, its employees, agents, or authorised management personnel.
• Order — A confirmed purchase transaction initiated by a Customer.
• Personal Data — Any information relating to an identified or identifiable natural person, as defined under the Nigeria Data Protection Regulation (NDPR) 2019.

3. Vendor Registration & Eligibility

To register as a Vendor, you must satisfy all of the following requirements:

• Be at least 18 years of age, or have the legal capacity to enter into binding contracts under Nigerian law.
• Provide accurate, current, and complete information during registration, including your full legal name or business name, registered address, valid email address, phone number, and bank account details.
• Possess the legal right to sell the products you intend to list.
• Maintain a valid tax identification number (TIN) where applicable under Nigerian tax law.
• Comply at all times with the Platform’s policies as updated from time to time.

The Platform reserves the right, in its absolute discretion, to approve, reject, suspend, or permanently terminate any Vendor account, including without prior notice where policies are violated or where the Platform has reasonable grounds to suspect fraud or misrepresentation.

4. Product Listing Policy

All product listings must comply with applicable Nigerian law, Google Merchant Center content policies, and the Platform’s listing standards.

4.1 Permitted Products

Vendors may only list products that are:

• Legal to manufacture, distribute, and sell in the Federal Republic of Nigeria.
• Authentic, genuine, and accurately described.
• Safe for their intended use and, where applicable, compliant with Standards Organisation of Nigeria (SON) requirements.
• Accompanied by accurate pricing, descriptions, images, and specifications.

4.2 Prohibited Items

The following items are strictly prohibited and may not be listed under any circumstances:

• Illegal goods of any kind.
• Counterfeit, pirated, or infringing products.
• Stolen or misappropriated goods.
• Prohibited substances, controlled drugs, or items regulated under Nigerian law.
• Products that infringe third-party intellectual property rights.
• Weapons, explosives, or dangerous materials unless lawfully licensed.
• Any content prohibited under Google Merchant Center policies, including dangerous products, deceptive content, or restricted financial products.

The Platform may remove, edit, or delist any product listing that violates this policy without notice or liability to the Vendor.

5. Pricing & Commission

• Vendors set their own retail prices. The Platform does not fix, control, or direct Vendor pricing.
• The Platform charges a commission or service fee on each completed sale, the rate of which is communicated during the Vendor onboarding process.
• Commission rates may be revised with a minimum of 14 days’ written notice to Vendors.
• Vendors are solely responsible for calculating, collecting, and remitting all applicable taxes, including Value Added Tax (VAT) and withholding tax, in accordance with Nigerian tax legislation.
• Vendors must not engage in price manipulation, hidden fees, or practices that could mislead Customers regarding the final price payable.

6. Orders, Payments & Payouts

• All payments are processed exclusively through the Platform’s approved, PCI-DSS compliant payment gateways.
• Vendor payouts are disbursed in accordance with the payout schedule communicated during onboarding, subject to any applicable holds.
• The Platform may place a temporary hold on payment disbursements where there is an unresolved customer dispute, an active fraud investigation, or reasonable grounds to suspect a policy violation.
• Vendors are responsible for maintaining accurate and current bank account details. The Platform accepts no liability for misdirected payments arising from incorrect banking information provided by a Vendor.
• The Platform does not engage in any form of money laundering facilitation. Suspicious financial activity will be reported to relevant Nigerian regulatory authorities.

7. Shipping & Delivery

• Vendors are solely responsible for order fulfilment, packaging, and timely delivery unless the Platform expressly provides logistics services for specific categories.
• Shipping costs, estimated delivery timelines, available delivery methods, and geographic restrictions must be clearly disclosed on each product listing before purchase.
• Where available, Vendors must provide valid shipment tracking information to the Customer within the timeframe specified in their listing.
• Persistent delays, non-delivery, or failure to communicate shipping updates may negatively affect a Vendor’s performance rating and may result in account suspension.

8. Returns, Refunds & Cancellations

• Vendors must clearly publish their return and refund policies on their storefront and individual product listings prior to sale.
• Vendor refund policies must meet or exceed the Platform’s minimum consumer protection standards: a minimum 7-day return window for goods that are defective, not as described, or not fit for purpose.
• The Platform may intervene in any dispute between a Vendor and a Customer and may, at its discretion, issue a refund to the Customer and recover the corresponding amount from the Vendor’s pending payout.
• Cancellations requested by the Customer before dispatch must be honoured by the Vendor unless the item has already been shipped.

9. Customer Responsibilities

By using the Platform as a Customer, you agree to:

• Provide accurate delivery address, contact information, and payment details.
• Use the Platform solely for lawful purposes and in compliance with these Terms.
• Not engage in fraudulent chargebacks, return fraud, or any misuse of the Platform’s dispute resolution mechanism.
• Treat Vendors and Platform staff with respect. Abusive, threatening, or harassing conduct is strictly prohibited and may result in permanent account termination.

10. Reviews & Ratings

• Customers may leave honest, experience-based reviews only for products they have verifiably purchased through the Platform.
• Vendors must not solicit, incentivise, or manipulate reviews. This includes offering discounts, gifts, or refunds in exchange for positive reviews.
• Fake reviews, review brigading, or any attempt to artificially inflate or suppress ratings is prohibited.
• The Platform reserves the right to investigate and remove any review it reasonably believes to be fraudulent, defamatory, or in violation of these Terms.

11. Intellectual Property

Vendors retain full ownership of the content they upload (including product images, descriptions, and branding). By uploading content to the Platform, you grant the Platform a non-exclusive, royalty-free, worldwide licence to use, display, reproduce, and distribute such content solely for the purposes of operating and marketing the Platform.

Vendors must not upload, list, or use any content that infringes the copyright, trademark, design right, or any other intellectual property right of any third party. The Platform will respond to valid IP infringement notices submitted in accordance with Nigerian copyright law.

12. Prohibited Conduct

The following conduct is strictly prohibited for all Users:

• Engaging in, facilitating, or attempting to facilitate fraud, scams, or deceptive practices.
• Providing false, misleading, or unverifiable information to the Platform or other Users.
• Circumventing, bypassing, or attempting to avoid the Platform’s commission, fee, or payment systems.
• Using the Platform for any unlawful purpose under Nigerian law or international law.
• Harassing, threatening, defaming, or abusing any other User, Vendor, or Platform staff member.
• Introducing malware, spyware, or any other harmful code to the Platform’s systems.
• Scraping, data-mining, or using automated tools to extract Platform data without written authorisation.

13. Account Suspension & Termination

The Platform may suspend or permanently terminate a User account, with or without prior notice, in any of the following circumstances:

• Breach of any provision of these Terms.
• Fraudulent activity or attempted fraud.
• Repeated or unresolved customer complaints.
• A legal or regulatory requirement to do so.
• Reasonable suspicion of money laundering, terrorist financing, or other serious criminal activity.

Upon termination, the Platform will settle any outstanding valid payouts owed to a Vendor (net of any amounts owed to the Platform) within a reasonable timeframe, subject to the outcome of any pending investigations or disputes.

14. Privacy & Data Protection

14.1 Data We Collect

We collect the following categories of personal data:

• Identity data: full name, date of birth, government-issued ID (for Vendors).
• Contact data: email address, phone number, postal address.
• Transaction data: purchase history, payment details (tokenised), payout records.
• Technical data: IP address, device identifiers, browser type, and usage logs.
• Communications: messages sent through the Platform’s messaging system.

14.2 How We Use Your Data

We process personal data for the following lawful purposes under the NDPR 2019:

• To create and manage user accounts.
• To facilitate and process transactions between Vendors and Customers.
• To communicate important service and policy updates.
• To detect, investigate, and prevent fraudulent or unlawful activity.
• To comply with our legal and regulatory obligations.
• To improve Platform functionality and user experience (on the basis of legitimate interests).

14.3 Data Sharing

We do not sell, rent, or trade your personal data. We may share data with:

• Payment processors and logistics partners, strictly for order fulfilment.
• Law enforcement or regulatory bodies where required by law.
• Third-party service providers acting as data processors under written data processing agreements.

14.4 Data Retention

We retain personal data for as long as necessary to fulfil the purposes for which it was collected, or as required by Nigerian law. Transaction records are retained for a minimum of six (6) years in accordance with Nigerian tax and financial regulations.

14.5 Your Rights

Under the NDPR 2019, you have the right to:

• Access a copy of the personal data we hold about you.
• Request correction of inaccurate or incomplete data.
• Request deletion of your data, subject to legal retention obligations.
• Object to processing based on legitimate interests.
• Lodge a complaint with the National Information Technology Development Agency (NITDA).

To exercise your rights, contact: privacy@fgcmultivendor.com.ng

14.6 Vendor Data Obligations

Vendors who access Customer personal data (such as delivery addresses) in the course of fulfilling orders must:

• Use such data solely for the purpose of order fulfilment.
• Not retain Customer data beyond the period required to complete delivery and handle returns.
• Implement appropriate technical and organisational measures to safeguard Customer data.
• Immediately notify the Platform of any actual or suspected data breach.

15. Compliance with Google Platform Policies

To the extent that the Platform or any Vendor operates a mobile application distributed through Google Play, or uses Google advertising or merchant services, all parties must additionally comply with the following:

• Google Play Developer Programme Policies, including policies on restricted content, data safety disclosures, and in-app purchase requirements.
• Google Merchant Center Shopping Policies, including accurate product data, prohibited product categories, and landing page requirements.
• Google’s User Data Policy, requiring explicit user consent for data collection and clear disclosure in the app’s data safety section.
• Any applicable Google API Terms of Service where Platform integrations use Google services.

In the event of any conflict between these Terms and applicable Google policies, the more restrictive provision shall apply.

16. Limitation of Liability

The Platform acts solely as an intermediary marketplace facilitating transactions between independent Vendors and Customers. To the maximum extent permitted by applicable Nigerian law:

• The Platform makes no warranty as to the quality, safety, legality, or fitness for purpose of any product listed by a Vendor.
• The Platform is not liable for any loss or damage arising from a Vendor’s failure to fulfil an Order, provide accurate product information, or comply with these Terms.
• The Platform’s aggregate liability to any User for any cause of action shall not exceed the total fees paid by that User to the Platform in the three (3) months preceding the claim.
• Nothing in these Terms excludes liability for fraud, death, or personal injury caused by the Platform’s negligence.

17. Amendments to These Terms

The Platform reserves the right to modify these Terms at any time. Where changes are material, the Platform will provide at least 14 days’ advance notice via email and/or in-app notification. Continued use of the Platform following the notice period constitutes acceptance of the revised Terms.

It is the responsibility of all Users to review these Terms periodically. The current version will always be available at: www.fgcil.com/terms

18. Governing Law & Dispute Resolution

These Terms shall be governed by and construed in accordance with the laws of the Federal Republic of Nigeria. Any dispute arising out of or in connection with these Terms shall first be referred to good-faith negotiation between the parties.

If negotiation fails, disputes shall be submitted to mediation in accordance with the Lagos Multi-Door Courthouse (LMDC) Rules or such other dispute resolution body as the parties may agree. The Platform and User submit to the non-exclusive jurisdiction of the Nigerian courts.

By using the Platform, you confirm that you have read, understood, and agree to these Terms.

Last updated: 1 January 2025  |  Version 1.0