Terms for Shops

1. About these terms

Wisepadi is operated by Prem Concept Ltd, a company registered in Nigeria and a subsidiary of Joeul LLC. In these terms we means Prem Concept Ltd, and you means the business that uses the retailer portal. By creating a business account, submitting a business for verification, listing prices, turning on orders or setting up a payout account, you accept these terms on behalf of your business and confirm that you have authority to do so.

These terms work together with the Terms of Use, the Refund and Cancellation Policy and the Privacy Policy. If these terms and the Terms of Use conflict about your business, these terms apply to your business.

2. Your business account and verification

• Give true details about your business, including its legal name and branches, and keep them up to date. A person reviews each verification request, and shoppers see Verified by retailer only after approval.
• You are responsible for what your team members do with your account. Give access only to people who need it and remove people who leave.
• We may ask for evidence, refuse or end verification, or suspend a business that gives false information.

3. Prices and stock

• You are responsible for the accuracy of the prices and stock you publish, by hand, by file upload, by feed or through the API.
• Keep them current. Prices older than 7 days are shown as possibly out of date and prices older than 30 days are hidden.
• If a community price report for your branch differs from your price, shoppers may see both.
• You must not post prices you will not honour, and you must not copy prices in a way that misleads shoppers.

4. Reservations and orders

You are the seller. The sale is a contract between you and the shopper, and you are responsible for the goods, their quality and the price shown at the time of the reservation.

• Answer each new order within your review time. The review time is set in your order settings, between 5 and 30 minutes, and 10 minutes by default. If you do not answer, the order expires.
• Accept an order only when you can supply it. Once accepted, you must hold the items and honour the shopper's reservation. Prepare the items, mark which are unavailable, and mark the order ready in time.
• When you reject or cancel an order you must give a reason, and the reason must be true.
• If you cannot supply an item, you may propose a substitute. The shopper has 10 minutes to answer. A substitute that costs more than the original needs the shopper to accept it, and cannot be used on an order paid online.
• At collection, ask the shopper for the 6 digit pickup code and check it in the portal. You never see the code. The portal locks after 5 wrong tries, and a manager or owner can unlock it. Do not hand over goods for a code you have not checked.
• Hold ready orders for the pickup hold you set, between 1 and 72 hours, 24 hours by default. After that you may mark the order as not collected.
• If three orders at a branch expire unanswered within 24 hours, from at least three different shoppers, new orders for that branch are paused automatically for 4 hours, until a manager or owner resumes them or the pause ends. Repeated failures to honour accepted orders may lead to suspension.
• You must not place orders at your own business.

5. Online payments and refunds

Online payment is optional, switched on by us for each business, and may be unavailable at any time. For an online order, Paystack collects the payment and divides it so that you receive the value of the goods less any commission, and we receive any commission and service fee. We do not hold the goods and are not the seller. You are the merchant of record for the sale.

• You see an online order only after the shopper's payment is confirmed.
• When an order ends because you reject it, let it expire, cancel it, or the shopper does not collect or cancels, the shopper is refunded automatically. The Refund and Cancellation Policy sets out the rules and you accept them.
• Where items are dropped from an order, the shopper is refunded the difference, and your share of the order is reduced to match.
• Settlement of your share to your bank account is handled by Paystack on its schedule. We do not promise a settlement time.
• If a payment is reversed, charged back or disputed, or a refund must be made after your share has been paid out, we will work with Paystack and you to resolve it. We have not set a separate chargeback procedure. We may ask you to bear the cost of a reversal that results from your failure to honour an accepted order, and the arrangements of Paystack may require it to be taken from your balance with it.

6. Fees

Listing prices on Wisepadi is free. Online payment can carry two fees, both set by us: a commission that is taken from your share, and a customer service fee that the shopper pays on top of the goods. Both start at zero. Before a new or changed fee applies to your business, we will tell you in the portal or by email, and it applies only to orders placed after the date we state. Owners and managers can see the commission on each online order in the portal. If any tax applies to our fees, we will tell you before it is charged.

You are not charged the payment partner's processing fee on customer payments. The shopper bears the cost of processing through the service fee, which is separate from your commission. Your commission is a separate charge that is deducted from your share of each online order.

7. Payout account

To receive online payments you must set up a payout account, and the following rules apply.

• Only the owner of the business account may set or change the payout account, and must complete two-step verification when doing so.
• The account must be one you are entitled to receive your business's money in. We check the account with the bank through Paystack and compare it with what you typed. The full account number is passed to Paystack for this. We keep the bank code, the last four digits of the account number and the account name, and not the full account number.
• A new or changed payout account is subject to a 48 hour wait. Your current account keeps working during the wait.
• A person at Wisepadi who is not part of your business reviews each request, one at a time or in a batch of requests that show no risk signs. We may approve it, refuse it, or ask for more information. Automatic approval is switched off at present. If we switch it on, it will apply only to requests that show no risk signs.
• For the first 30 days after a payout account is approved automatically or in a batch, online orders for your business are limited to N50,000 per order and N200,000 in payments in any 24 hours. Orders over these limits cannot be paid online.
• We may freeze payouts to your business, and stop online payments, at any time if we suspect fraud, an error, a breach of these terms or a legal reason to do so. We will tell you when we can.
• You are responsible for keeping your payout details correct. Do not let anyone else use or change them.

8. Taxes, legality and consumer law

You are responsible for your own taxes, licences and registrations, including issuing receipts or invoices to shoppers where the law requires them. You are responsible for making sure that the goods you offer are legal, safe, properly labelled and, where the law requires it, approved for sale, and that you obey Nigerian consumer protection law. Do not list goods you are not allowed to sell.

9. Shopper data

When a shopper chooses to share a name or phone number for an order, or contact details in a request to your business, you receive those details as a separate data controller. That means you are responsible for them under the Nigeria Data Protection Act 2023.

• Use the details only to deal with that order or request, for example to tell the shopper the item is ready. Do not use them for marketing, do not sell or share them, and do not add them to a contact list.
• Keep them secure and do not copy them out of the portal more than you need. Delete any copy when the order or request is finished.
• Order contact details are visible to you from when you accept an order until 24 hours after it is completed, and are deleted by us in any event within 7 days of the order being placed. Request contact details are removed after 90 days.
• Phone numbers are not verified. Do not treat a phone number as proof of who someone is.
• If a shopper asks you to delete their details or objects to your use of them, you must act on it.

10. Files, feeds and API keys

• You may upload price files, connect a feed or use API keys. You promise that you have the right to supply that data.
• You give us a free, non-exclusive licence to store and show your prices and shop details to shoppers on Wisepadi, credited to your business and dated. We do not resell your prices.
• Keep API keys secret and tell us at once if one is exposed. We may limit or switch off keys, feeds and uploads that are abused or are sending bad data, and we apply limits on size and frequency.
• Do not send harmful files or content, or try to reach other businesses' data.

11. Acceptable use

You must not use Wisepadi to deceive shoppers, to harass anyone, to manipulate prices, ratings or reports, to avoid fees, or to take payments outside Wisepadi for an order that was paid online. Do not take orders for goods you do not have.

12. Suspension and ending

We may pause orders, hide your prices, freeze payouts, suspend or end your business account if you break these terms, give false information, repeatedly fail shoppers, or if the law or a payment partner requires it. You may stop using Wisepadi at any time by switching off orders and asking us to close the account. Open orders must still be honoured or cancelled so the shopper is refunded. Money owed by either side at the end stays owed.

13. Responsibility and indemnity

You are responsible for your goods, prices, stock and service. You agree to cover the reasonable losses, costs and claims that we suffer because of a claim by a shopper or other third party that results from your goods, your breach of these terms or your breach of the law. We are not liable for indirect or consequential loss, lost profit, or loss from Wisepadi, Paystack or other services being unavailable. Nothing in these terms limits liability that cannot lawfully be limited, including for fraud, or for death or personal injury caused by negligence.

14. Changes to these terms

We may update these terms. We will post the new version in the portal or on the website and tell you by email or in the portal before a material change applies. If you carry on using the portal after the change takes effect, you accept it. If you do not agree, you may stop using it.

15. Governing law and disputes

These terms are governed by the laws of the Federal Republic of Nigeria. Please contact us first so we can try to resolve a problem. If we cannot, the courts of Lagos State have jurisdiction.

16. Contact

Prem Concept Ltd, operator of Wisepadi. Email: info@joeul.com.