Terms & Conditions

TERMS & CONDITIONS

KarryBiz Platform (Storefront, Payments, Wallet, Delivery & Business Services)

1. Legal Status, Capacity & Acceptance

By accessing or using the KarryBiz platform, you represent and warrant that you have full legal capacity to enter into binding agreements under Nigerian law, and where acting on behalf of an entity, that you possess the requisite authority to bind such entity.

Your use of the Platform constitutes unconditional acceptance of these Terms, all incorporated policies, and any future amendments.

2. Platform Characterisation & Allocation of Risk

KarryBiz operates exclusively as a technology infrastructure provider and payment facilitation interface, offering software tools, digital workflows, and third-party integrations that enable merchants to conduct independent commercial activities.

KarryBiz does not participate in, control, or influence the underlying commercial transactions between merchants and their customers, and does not assume any commercial, fiduciary, or statutory obligations arising from such transactions.

For the avoidance of doubt, and without limitation, KarryBiz does not, at any time or under any circumstances, assume, represent, or hold itself out as:

• Merchant of Record: KarryBiz does not sell, list, market, price, invoice, or receive payment for goods or services in its own name, does not determine the contractual terms of sale between merchants and customers, and does not assume consumer protection, tax, refund, or warranty obligations associated with the sale of goods or services.
• Seller, Distributor, or Reseller: KarryBiz does not manufacture, source, stock, own, possess, inspect, package, advertise, promote, or deliver any goods, whether physical or digital, and does not make any representations regarding the quality, legality, authenticity, fitness for purpose, or compliance of any product or service offered by merchants.
• Logistics Provider or Carrier: KarryBiz does not own, lease, manage, or operate delivery vehicles, warehouses, or logistics infrastructure, does not employ or supervise delivery personnel, does not determine delivery routes, pricing, timelines, or service standards, and does not accept responsibility for the transportation, handling, custody, loss, damage, delay, or delivery failure of any item.
• Financial Institution, Bank, or Payment Processor: KarryBiz does not hold customer or merchant funds as a bank, does not provide deposit, lending, escrow, or custodial services, does not issue payment instruments, and does not process card payments, with all payment services being provided exclusively by licensed third-party payment processors subject to their own regulatory and contractual frameworks.
• Escrow Agent, Trustee, Fiduciary, or Guarantor: KarryBiz facilitates the technical flow and temporary holding of transaction values solely for the purpose of enabling payments and settlements through licensed third-party payment service providers. In doing so, KarryBiz does not independently determine transaction outcomes or assume responsibility for the underlying commercial performance of transactions, which remain subject to applicable payment processing rules, delivery arrangements, and merchant obligations.

The operational, commercial, and post-transaction elements associated with any sale conducted through the Platform—including product listing and presentation, pricing decisions, customer engagement, fulfillment arrangements, delivery coordination, and after-sales support—are managed and discharged by the merchant offering such goods or services, in compliance with applicable laws, consumer protection standards, and relevant third-party service terms.

KarryBiz’s involvement is limited to the provision of digital infrastructure, system functionality, and technical integrations designed to support these activities, and does not extend to the negotiation, execution, supervision, or outcome of individual transactions or related obligations.

3. Scope of Services

KarryBiz provides a suite of integrated digital commerce and business-enablement services designed to support independent merchants in establishing, managing, and scaling their commercial activities online.

These services include, without limitation:

• Digital Storefront Creation and Management Tools: Enabling merchants to create and operate branded online stores for the sale of physical and digital goods, manage product catalogues, pricing, inventory visibility, promotional content, and customer-facing interfaces, subject to the merchant’s independent control over product offerings and commercial terms.
• Wallet-Based Funds Management Functionality: Allowing merchants to view, track, and manage transaction proceeds credited through supported payment channels, subject to applicable holding periods, settlement conditions, risk controls, and third-party payment processor rules.
• Third-Party Payment Processing Integrations: Facilitating the acceptance of electronic payments through licensed payment service providers, and enabling transaction routing, status updates, and settlement workflows without KarryBiz directly processing, authorising, or holding card or bank account data.
• Third-Party Delivery and Logistics Integrations: Providing technical connectivity to external logistics and courier services that merchants may elect to use for order fulfillment, while leaving delivery execution, service quality, and dispute resolution to the relevant logistics providers and contracting parties.
• Business Support and Administrative Tools: Including facilitation of corporate registration services, invoice generation, domain registration, customer management features, and other ancillary utilities intended to assist merchants in organising and presenting their businesses, each of which may be subject to third-party terms, availability, and regulatory requirements.

All services are provided as enabling tools and system capabilities only, and do not alter the independent legal, commercial, or regulatory responsibilities of merchants in relation to their businesses or customers.

All services are provided as-is, as-available, and without warranty, subject to technical, regulatory, and third-party limitations.

4. Payments, Wallets & Settlement Risk

4.1 Third-Party Payment Processing

All payments initiated through the Platform are processed exclusively by Paystack or such other licensed third-party payment service providers as may be designated from time to time.

KarryBiz integrates with these providers solely to enable payment initiation, transaction status communication, and settlement workflows, and does not itself act as a payment processor or financial intermediary.

In this context, KarryBiz does not directly process, store, access, or transmit cardholder data or sensitive payment credentials; does not participate in the authorisation, approval, or decline of payment transactions; and does not independently determine or influence fraud assessment, risk scoring, chargeback determinations, reversals, or settlement timing, all of which are governed by the internal systems, regulatory obligations, and risk frameworks of the relevant payment service providers.

Accordingly, all payment transactions conducted through the Platform remain subject to the applicable contractual terms, regulatory requirements, operational controls, and discretionary decisions of the relevant payment processors, card networks, issuing banks, and other financial institutions involved in the payment flow.

4.2 Wallet Architecture

Merchant wallets provided through the Platform operate solely as internal ledger records and reconciliation tools designed to reflect transaction activity initiated through supported payment channels.

They do not constitute bank accounts, deposit accounts, stored-value facilities, electronic money instruments, or custodial arrangements, and should not be construed as creating any banking, trust, or fiduciary relationship between KarryBiz and the merchant.

By utilising the wallet functionality, you expressly acknowledge and agree that any balance reflected therein is provisional in nature and subject to verification, settlement processes, and applicable risk, compliance, and operational controls.

Such balances represent transaction values that are in the process of settlement or reconciliation and do not constitute cleared, final, or guaranteed funds, nor do they confer any entitlement to immediate or unconditional payout.

You further acknowledge that credits reflected in a wallet may be adjusted, withheld, reversed, netted, or offset, in whole or in part, as necessary to account for chargebacks, refunds, disputes, fraud assessments, processing errors, regulatory or legal requirements, third-party processor actions, or the enforcement of Platform policies, and that such adjustments may occur at any time prior to or following an initial credit being reflected in the wallet.

4.3 Risk Controls

In order to maintain the integrity, stability, and regulatory compliance of the Platform and its associated payment flows, KarryBiz may apply appropriate operational, risk-management, or compliance-related measures to transaction processing and wallet activity.

Such measures may include, where reasonably necessary, the temporary adjustment of settlement timelines, the controlled release of funds, the restriction or suspension of wallet functionality, the correction or reversal of provisional credits, and the reconciliation or recovery of outstanding obligations through available balances or subsequent transaction proceeds.

These measures may be implemented in response to a range of operational, risk, or compliance considerations, including, without limitation, indicators of potential fraud or misuse, elevated levels of disputes or chargebacks, inquiries or requirements from payment partners or regulatory authorities, internal or third-party compliance reviews, system or processing irregularities, or legally binding requests, orders, or obligations.

Where appropriate, such measures may be applied automatically or without prior notice in order to prevent loss, ensure compliance, or protect the Platform and its users.

5. Chargebacks, Disputes & Financial Exposure

All chargebacks, payment reversals, refunds, scheme-imposed penalties, network fines, administrative assessments, and any costs associated with the investigation, management, or resolution of disputed transactions arising from a merchant’s activities on the Platform are attributable solely to the merchant responsible for the underlying transaction.

Such financial consequences may arise from customer complaints, card-network rules, issuing-bank determinations, regulatory actions, or third-party payment processor decisions, and are not assumed by KarryBiz.

In connection with the management and resolution of such matters, KarryBiz may apply reasonable and proportionate measures to reconcile affected transactions and protect the integrity of the Platform.

These measures may include debiting or adjusting wallet balances to reflect confirmed liabilities, recovering outstanding amounts from future transaction proceeds, temporarily restricting access to certain Platform features, or suspending or terminating accounts where dispute activity exceeds acceptable risk thresholds or indicates potential misuse.

Where required by contractual obligations, regulatory frameworks, or payment-network rules, KarryBiz may also disclose relevant transaction information or report patterns of activity to payment processors, card networks, financial institutions, or competent regulatory authorities.

Merchants are expected to cooperate fully and in a timely manner with any requests for information, documentation, or clarification relating to chargebacks or disputes.

A failure to engage constructively with dispute resolution processes, or to comply with applicable rules and timelines, constitutes a material breach of these Terms and may result in further enforcement action.

6. Delivery & Logistics Disclaimer

KarryBiz facilitates access to delivery and logistics services solely by providing technical integrations with Shipbubble and other third-party logistics providers that merchants may elect to engage for the fulfillment of orders.

Such integrations are intended to enable order information exchange, delivery requests, status updates, and related workflow support, and do not constitute the provision of logistics, transportation, warehousing, or courier services by KarryBiz.

Accordingly, KarryBiz does not own, operate, manage, or control delivery vehicles, storage facilities, or logistics infrastructure; does not employ, appoint, train, or supervise delivery personnel; and does not determine or guarantee delivery timelines, routes, pricing structures, service standards, or performance outcomes.

KarryBiz also does not provide shipment insurance, coverage, or guarantees in respect of goods transported through third-party logistics providers, unless expressly stated otherwise in writing.

Any matters arising from the handling, transportation, custody, delivery, or return of goods—including, without limitation, loss, damage, delay, theft, delivery failure, misconduct, negligence, or service deficiencies—are governed by the contractual arrangements and applicable policies between the merchant, the customer, and the relevant logistics provider.

Responsibility for resolving such matters, including the pursuit of claims or remedies, rests with the parties directly involved, and KarryBiz’s role remains limited to the provision of enabling technology and system connectivity.

7. Product, Consumer & Regulatory Responsibility

Merchants offering goods or services through the Platform retain primary responsibility for ensuring that such goods or services are lawful, safe, and suitable for sale, and that their business activities are conducted in accordance with applicable legal, regulatory, and industry standards.

This includes responsibility for obtaining and maintaining any licences, permits, registrations, approvals, or certifications required under Nigerian law or by relevant regulatory authorities.

Without limitation, merchants are responsible for compliance with applicable consumer protection, product safety, and data protection obligations, including requirements administered by bodies such as the National Agency for Food and Drug Administration and Control (NAFDAC), the Standards Organisation of Nigeria (SON), the Federal Competition and Consumer Protection Commission (FCCPC), relevant tax authorities, and, where applicable, data protection regulators.

Merchants are further responsible for ensuring that all product descriptions, pricing information, promotional materials, and representations made to customers are accurate, complete, and not misleading, and that customer complaints, refunds, returns, and after-sales issues are handled in accordance with applicable laws and stated policies.

KarryBiz does not inspect, test, verify, certify, or endorse any goods or services offered through the Platform and does not make any representations or warranties regarding their authenticity, quality, performance, safety, legality, or regulatory compliance.

Accordingly, any claims, liabilities, or enforcement actions arising from the nature, quality, or legality of a merchant’s products or services remain the responsibility of the merchant offering them, and do not transfer to KarryBiz by virtue of the Platform’s use.

8. Prohibited Conduct & Enforcement

Use of the Platform is strictly limited to lawful, legitimate, and good-faith commercial activities.

Merchants must not use, attempt to use, or permit the use of the Platform in connection with any activity that is unlawful, deceptive, abusive, or otherwise inconsistent with applicable laws, payment network rules, or Platform policies.

Prohibited conduct includes, without limitation, engaging in or facilitating illegal trade, financial crime or money laundering, the use of fraudulent or unauthorised payment methods, the misrepresentation of products, services, pricing, or business identity, the circumvention of payment processor safeguards or dispute mechanisms, and any attempt to probe, exploit, or misuse Platform systems, features, or vulnerabilities.

KarryBiz maintains risk-monitoring, compliance, and enforcement mechanisms designed to protect the integrity of the Platform, its users, and its payment and logistics partners.

Where conduct is identified that raises legal, regulatory, operational, or reputational concerns, KarryBiz may take such action as it deems appropriate, including the restriction or suspension of access, the temporary or permanent limitation of wallet functionality, the withholding or freezing of funds, the termination of accounts, and the disclosure of relevant information to payment processors, financial institutions, regulators, or law enforcement authorities.

Enforcement decisions may be taken immediately and without prior notice where necessary to prevent harm, ensure compliance, or meet legal or contractual obligations.

9. Add-On & Ancillary Services

From time to time, KarryBiz may make available or facilitate access to certain auxiliary or value-added services intended to support merchants in the establishment, administration, or operation of their businesses.

Such services may include, without limitation, corporate registration assistance, domain name registration, invoicing tools, delivery coordination, and other administrative or operational utilities.

These services are provided either directly through third-party service providers or by way of technical or administrative facilitation by KarryBiz, and are offered for convenience only.

Merchants acknowledge that the availability, performance, and outcomes of such auxiliary services are subject to the terms, processes, and operational capabilities of the relevant third-party providers, as well as applicable regulatory or institutional requirements.

KarryBiz does not control, and therefore does not warrant or guarantee, the approval or rejection of applications, the accuracy or completeness of third-party information or outputs, the timing of processing or delivery, or the continuity of such services.

Any delays, errors, omissions, suspensions, or failures arising from the provision of ancillary services are attributable to the relevant third-party provider or external authority.

Accordingly, no liability shall attach to KarryBiz for any loss, cost, or inconvenience arising from the performance, non-performance, or unavailability of third-party auxiliary services, and any claims, inquiries, or disputes relating to such services must be pursued in accordance with the applicable third-party terms and procedures.

KarryBiz’s role remains limited to facilitating access and providing supporting infrastructure where applicable.

10. Data Integrity, Availability & Cyber Risk

KarryBiz makes reasonable efforts to maintain the availability, reliability, and security of the Platform; however, the Platform is provided on an as-available basis and may from time to time be subject to interruptions, delays, errors, or limitations arising from technical, operational, or external factors.

KarryBiz does not warrant that access to the Platform will be continuous, uninterrupted, or error-free, nor that the Platform will be immune from cyber incidents, security breaches, or other events beyond its reasonable control.

By using the Platform, you acknowledge that certain operational risks are inherent in the use of digital infrastructure and interconnected third-party services.

Accordingly, you assume responsibility for risks associated with data loss or corruption, temporary or prolonged system unavailability, service disruptions caused by third-party providers or infrastructure dependencies, and events of force majeure, including but not limited to acts of God, power or network failures, governmental actions, labour disputes, or other circumstances beyond KarryBiz’s reasonable control.

KarryBiz shall not be liable for losses arising from such events, except to the extent expressly required by applicable law.

11. Limitation of Liability

To the fullest extent permitted under applicable law, KarryBiz’s liability to any merchant, customer, or third party in connection with the use of the Platform, including any services, features, integrations, or ancillary tools provided through or in connection with the Platform, shall be strictly limited.

KarryBiz expressly excludes liability for any indirect, incidental, consequential, special, exemplary, or punitive damages, including, without limitation, loss of profits, business interruption, reputational harm, opportunity costs, or loss of anticipated savings, whether arising under contract, tort, negligence, strict liability, or any other legal theory, even if KarryBiz has been advised of the possibility of such damages.

In all cases, the aggregate liability of KarryBiz, whether arising in contract, tort, statutory duty, or otherwise, shall not exceed the total fees actually paid by the merchant to KarryBiz during the three (3) months immediately preceding the event giving rise to the claim.

This limitation applies notwithstanding the failure of essential purpose of any limited remedy and regardless of the number or nature of claims, causes of action, or legal theories invoked.

Nothing in this section is intended to exclude or limit any liability that cannot be excluded or limited under applicable law, including liability for gross negligence, willful misconduct, or death or personal injury to the extent such liability is legally non-excludable.

12. Indemnification

You expressly agree to indemnify, defend, and hold harmless KarryBiz, its affiliates, officers, directors, employees, agents, and partners (collectively, the “Indemnified Parties”) from and against any and all claims, demands, liabilities, losses, damages, fines, penalties, costs, and expenses (including reasonable legal fees and investigative costs) arising out of or in connection with your use of the Platform, your products or services, or your interactions with customers, third-party service providers, or regulators.

Such indemnifiable matters include, without limitation:

• Your Products or Services: Any claims, liabilities, or losses resulting from the quality, legality, safety, compliance, or performance of goods or services you offer or distribute via the Platform.
• Customer Claims: Any disputes, complaints, or legal actions initiated by customers or end users relating to orders, fulfillment, service delivery, refunds, warranties, or representations made by you.
• Chargebacks and Financial Disputes: Any reversals, chargebacks, payment disputes, or related penalties assessed by payment processors, card networks, issuing banks, or other financial institutions.
• Delivery or Logistics Disputes: Any loss, damage, delay, or failure associated with the transportation, handling, or delivery of goods facilitated through third-party logistics providers.
• Regulatory or Legal Enforcement: Any investigations, penalties, compliance actions, or enforcement proceedings initiated by governmental or regulatory authorities, including but not limited to tax, consumer protection, product safety, and data protection agencies.
• Breach of these Terms: Any consequences arising from your failure to comply with these Terms, including any fraudulent, negligent, or otherwise impermissible activity.

You acknowledge and agree that KarryBiz may, at its discretion, engage legal counsel and undertake any defensive or remedial measures it deems appropriate in connection with any claim subject to indemnification, and that you will cooperate fully in defending, settling, or otherwise resolving such matters.

The obligations under this section are continuing, survive the termination or expiration of these Terms, and apply regardless of whether KarryBiz has been found liable, whether in part or in whole, in the underlying matter.

13. Termination

KarryBiz may terminate access immediately for risk, compliance, or breach reasons. Outstanding obligations survive termination.

14. Governing Law & Jurisdiction

These Terms, and any disputes, claims, or controversies arising out of or in connection with your use of the Platform, the interpretation, performance, or enforcement of these Terms, or any related transaction or interaction with KarryBiz, shall be governed by and construed in accordance with the laws of the Federal Republic of Nigeria, without regard to any conflict-of-law provisions that might otherwise require the application of the laws of another jurisdiction.

Subject to applicable law, any dispute, claim, or controversy arising under or relating to these Terms may, at the sole discretion of KarryBiz, be submitted either to the competent courts of the Federal Republic of Nigeria or to arbitration conducted in Nigeria under the applicable arbitration rules agreed by the parties or provided under Nigerian law.

In the case of arbitration, the seat of arbitration shall be within Nigeria, and proceedings shall be conducted in the English language.

By using the Platform, you expressly consent to the exclusive jurisdiction and venue of such courts or arbitration proceedings, waive any objection to personal jurisdiction, and acknowledge that any judgment or award rendered shall be enforceable against you in accordance with Nigerian law.

Nothing in this section shall be construed as limiting KarryBiz’s right to seek interim or injunctive relief in any competent court to protect its rights, assets, or operations pending resolution of any dispute.